Web-Slinger
by Datonman
Summary: This is a re-telling of how Peter Parker transforms into Spider-Man. His struggles with school, friends and girls as well as several villains that just appeared in the city causing havoc. Peter tries to find out what happened to his parents as well. Peter must juggle his personal life with his super-hero life. Rated T for certain themes.
1. Web-Slinger

**Author's Note:** I don't own Spider-Man or anything tied to Marvel comics. This is mainly for entertainment. This is my own re-telling of Spidey's origins and his romance with either Gwen Stacy or Mary Jane. Even I don't know who he may end up with. A lot of the focus will be on the action and on the villains as well as Peter trying to find out who he is. So anyways, Enjoy!

**Web-Slinger**

Someone wise once said that '_Our eyes reflect our lives…_' As Peter Parker opened his eyes, he thought of that particular quote. '_Well, whoever said that surely wasn't living my life, that's for damn sure_.' Peter thought to himself.

"Aren't you a sight for sore eyes?" he spoke.

Peter looked at a small, not-so intimidating spider crawling on his lamp beside the blaring alarm clock. It had already started to make a web. Disgusted, he wiped off the spider and took off the web as fast as he could. Dusting his hands off, Peter laid back in bed.

'_Why must it be Monday?_' he thought to himself.

Looking around from left to right, he saw an untidy room meet his eyes. Several weights were littered all over the floor. His own clothes were thrown all around the room as if a hurricane had hit. His computer had a crack on the right hand corner of the screen and books laid on his computer table with the bindings stretched to their full capacity and looking as if they had been read halfway. Half-ripped posters of all kinds covered almost the entire room.

What caught his eye the most was a picture of his mother and father stationed on top of his drawers. He immediately felt a bit more depressed. He still had not had a clear, distinct explanation as to why his parents ran off unexpectedly leaving him with his generous relatives Uncle Ben and Aunt May.

'_My eyes tell me I have a messed up life.' _He thought and felt a bit morose and miserable.

Parker sat up and rubbed his neck. He let out a long sigh and eventually made his way over to the alarm clock which had continued to blare. Annoyed now, he stopped it by hitting it with the palm of his head. "Can't you tell I'm up already?" he asked it shaking his head.

There was then a gentle knocking behind his closed door. A soft voice emanated from it. "Peter. It's time to wake up. I made bacon and eggs, honey."

"Alright, Aunt May." He nodded and proceeded to get dressed.

"At least some of us in the house rises and shines. I have yet to do any of that." he muttered as he went through his closet and picked out a random shirt. His closet door contained a collection of skateboards attached.

Indeed Peter Parker was not exactly living the high life. As so he thinks every second of every day. He was only 17 and practically everything seemed to be against him. Bullies made his life miserable making him run away from them and sometimes getting ridiculed. Teachers were becoming unbearable as they didn't know what they were talking about. Peter often corrected them at times which in the process, got him detention. Girls were also an obstacle. As he had no girlfriend, Peter always thought when he was ever going to get one.

'_But I can't complain about myself today. It'll make me worse…'_ Peter thought and went down as soon as he was dressed.

Making his way down the stairs, Peter rubbed his eyes and tried to wake himself up. '_I really wish we had 10-hour sleep days for us students_.' He thought with distaste.

"Mornin'" was his only reply as he got to the kitchen table.

"Hey big guy…" His Uncle Ben looked up from the newspaper. "What? Did you pull an all nighter? Or did any of those science books knock you out? He chuckled.

"Hey Uncle Ben…I see you still have your usual humor for your old age." Peter said sitting down.

"Hey he comes to the kitchen with a zinger!" his uncle laughed again. "Nice to know you're not dead." he patted him on the shoulder.

"Seriously Peter you look tired." His Aunt May said as he put his breakfast down in front of him. "I agree that you should study. Just not too much."

"Not a morning person, I guess." Peter replied as he bit into his toast.

"Well hey gotta wake up, buddo. After all, didn't you say you had a field trip this afternoon?"

Peter's eyes opened a little more slightly. Indeed a field trip did sound pleasant. Peter also remembered that it was to be at OsCorp. Oscorp was the country's ultimate science corporation. It was responsible for the latest technology to date. The company's founder Norman Osborn was the main boss of it all. The founder's son was also someone he knew well.

"Yeah…" Uncle Ben began. "Now you're starting to remember. So you better put on a happy face. It's what I like to see every once in a while, you know." He said as he sipped his coffee.

"Ah, don't worry Uncle Ben. One day you'll see me be the happiest kid in the whole, wide world." he joked.

"Not too happy. Even I want you to be sensible and honest."

"Right." Peter replied as he grabbed his backpack and camera. He was the school newspaper's photographer. The fact that he was going on a field trip meant that the student council wanted him to take pictures of anything exciting at OsCorp. "I got to go then. See you guys later!" he waved.

"Be careful, Peter!" Aunt May called out.

"Like I'm not..." Peter mumbled as soon as he closed the door to his house. Taking out his skateboard, he set off to go to school. As he rode off, he decided that today he was going to ask his aunt and uncle what really happened to his parents. '_Enough's enough_.' he thought. It was going to be the truth or nothing.

Midtown High was your typical, average high school. Jocks ruled it. Most girls were attractive. Teachers taught it. It was that simple to understand. To Peter, he seemed unfazed by his fellow student's interests. Most were cheering about a typical basketball game. The majority were talking about break-up related incidents. Parties and clubs were 75% of the conversations. Peter was not involved with much. He wore his careless expression as he passed by boy and girl alike.

He quickly picked up his skateboard as soon as he saw the principal giving him a stern expression. As made his way down the hallway, a voice called out behind him. "Yo Pete! What the hell, man?"

Peter grimaced as he saw his best friend, the son of Norman Osborn, Harry Osborn. "What up? What up?" he said in his usual lingo.

Harry was a boy his age, who was a millimeter taller than Peter with a plain face and short hair. His glasses were slightly slimmer than Peter's, making him a bit more appealing.

"What's this I hear about you not going to the party tonight?" he asked.

"'Hello, Harry nice to you too.'" Peter chimed.

"Come on. Seriously man, what is up with that?"

"I just don't feel like going that's all. I mean I _can_ have other things to do, you know."

"I'm trying to get you out, dude. You text me saying you rather read more of those damn books?" Harry whispered as they made their way inside the classroom.

"I'm glad you're so concern over my lack of life rather than my education..." Peter cocked his head in emphasis.

"Dude, I'm trying to get us noticed. Especially you." Harry started as soon as they sat. "Our reputations are on the line here, man!"

"No offense, Harry. But _what_ reputations?" he shook his head.

"Man, I'm not giving up in trying to get us noticed Pete. We gotta live life while it's still full, you know?"

Shaking his head, Peter replied. "This is Flash Thompson's party, _Flash Thompson_." Peter repeated. Flash was the all-star captain of the Basketball team. He had led the team to victory three consecutive times. He was also Peter's bully.

"Besides does me going really going to be any help? I know you need a wing-man or whatever the term is called. Besides I know you have the hots for Gwen Stacy. I know you need someone with you so you won't look pathetic." he said.

Harry immediately motioned for Peter to be quiet as soon as Gwen, a blonde girl made his way in and took her seat up ahead. For a split second, Peter considered what Harry was trying to tell him. Gwen had looks and a body that drove any guy crazy.

His next door neighbor on the other hand, Mary-Jane Watson. Peter could not stop looking at her. Sure, she rivaled Gwen Stacy. But it didn't matter. Peter wished he could have her. She was seated on the left side corner of the room finishing her work. Her face looked like an angel from heaven. '_Even without all that make-up she's wearing, she's still good-looking._' he thought.

In a hushed whisper, Harry continued the conversation."Heard Mary Jane's going."

Peter could swear that sometimes Harry could read his mind. "What?"

"Yeah, man. So that's why you gotta come. Talk to her, you know?"

He had never spoken to Mary Jane before. He didn't know when and how to start. Peter shook his head. "I don't know. We'll see."

"This field trip we're going to. This is gonna be weird man."

"Why's that?"

"I don't know man. I just got a feeling."

"You and your _feelings." _Peter shook his head in disbelief. "This is your dad's company we're going to. You been there a million times! How can it be weird?"

"Mr. Parker?"

Peter turned his head back around to face the teacher, Mr. Brenard. "Yes?"

"The very fate of the class rests in your hands, Mr. Parker. What is the answer to the question I just asked?" he asked while other members in the class snickered and rolled their eyes.

Peter looked bewildered.

"We're not going on this trip until you give an answer, Parker."

Shouts of 'come on' and 'are you kidding?' as well as 'you better answer this...' were heard.

Peter sighed and gave up.

"Newton surpassed Aristotle and Force was irrelevant for motion."

"Thank You. Mr. Parker. Class, you should all possess Parker's initiative. That's why I'm giving all a quiz tomorrow on Issac Newton."

The whole class groaned and moaned all at once.

"Now, come on the bus is waiting." Mr. Brenard said as he led the class out.

As Peter went out of the room, he could hear the scolding from several students. Peter thought he heard Flash behind him. He walked faster to the bus.

"I think you were right." Peter said as he sat down next to Harry.

"What do you mean?"

"About having a bad feeling about this trip. I'm starting to feel it." Peter said hopelessly as he caught a glimpse of flash cracking his knuckles and giving Peter a mean look.

Peter could tell that Flash didn't like doing more schoolwork. He was a basketball player. Flash's life was all about anything basketball. Anything else to him was immaterial. The fact that his time was about to be wasted in studying meant that Peter had every reason to fear now.

Finally arriving downtown, the bus stopped. Everyone stepped off with Peter getting off the bus last. He looked at the outside of the building.

OSCORP was spread out on top of the building in bold bright letters. Harry stood right next to him. "Yep. Nice to know she hasn't changed."

Peter chuckled. "This is your one million and one time so far right?"

"Yeah."

They made their way in. The tour guide was then presented. "Hello class. I'm an intern for the cross species genetics division. My name is Laurie. Make your way around and ask any questions that may pop up."

Peter made his way over to several small glass containers holding several strange looking spiders. Peter squinted and tried to understand what was so special about them.

"Careful, they bite." a voice said behind him.

Peter turned around and saw Gwen Stacy. He thought he was going to have a heart attack right then and there. Her beauty was that overwhelming. "Oh um...hi." he said scratching the back of his head nervously.

"You're like the first one so far that actually has an interest for pesty-looking creatures."

"Well, not really. I hate spiders."

"I know what you mean. You should see my basement. We got a hell of an infestation there."

Peter chuckled weakly and nodded.

"You're Peter Parker, aren't you?"

"Uh, yes. I think I am. No I mean I-I am." he nodded while smiling and trying to regain his composure.

"I'm Gwen."

"Yes, I know who you are."

"Okay here's the deal. I just thought you should know. Flash and his friends are planning to ambush you and beat you up. You have a chance to hide. Don't talk!" Gwen raised a hand signaling that he shouldn't speak. "You have a chance to run."

"But I-I What do you .."

"Just hide!"

Gwen pointed at a hallway stairwell behind him.

Peter looked back at Gwen and then saw Flash and his friends running toward him.

That was when he ran out to the stairwell.

'_I knew this was going to be a bad day._' he thought as he ran upwards.


	2. The Change

**The Change**

Peter could not get over why Gwen Stacy, one of the hottest girls in school, had helped him in giving him a head start. But he took it regardless. He didn't have time to think. He only had time to run. Peter heard the door to the stairwell bursting open as he went up.

"Hey man! There he is!" one of his friends pointed upwards.

"Parker you geek! I'm gonna get you!" Flash roared.

Peter ran up the stairs faster. He soon got to a door that he quickly opened. As he burst in, he looked around and saw that it was a complex division hallway as he judged by the décor and taupe colored walls. He made his way toward another door, it was a girl's bath room. '_Good chance he won't find me in there._' He thought.

Just as he approached it, the door swung forward hitting Peter square in the face and knocking him to the ground. He was seeing stars. "Oh man!" he said rubbing his forehead.

"Peter! Peter Parker?" a voice asked sounding concerned.

Peter opened his eyes and saw a red-haired beauty staring at him. '_Be still my foolish heart. Actually that may be part of the anxiety from Flash and his thugs trying to get me though…_' he thought.

"Mary Jane?" Peter asked. "What happened?"

"I was just coming out of the bathroom. I think I must have hit you pretty hard."

Peter began to get up. "Oh no, no. I honestly didn't feel a thing." He said reassuring her. The truth was he was feeling a great wave of pain in his forehead. He had been hit harder than he thought. He also felt a trickle of blood pouring out of his nose.

"What are you doing up here?" she asked.

"Apparently Flash is not too happy that he's getting more homework." Peter replied.

"Oh. Well I was up here because I needed to get away. I was getting bored from the lecture. Don't worry, just hide in here." Mary Jane said as she pushed him inside another room.

"Whatever happens…don't leave until it's okay to do so." She then shut the door as quick as she could.

Peter saw to his amazement that it was a lab of some sort. It was dark save for a few lamps turned on stationed on top of several work desks. Despite the room looking a bit ominous, Peter saw another room up ahead. He looked back at the door where he thought he heard Mary Jane talking to some people. From what it sounded, she was talking to Flash and his friends.

"I don't know where he is, Flash! I just came out of the damn restroom!" her voice shouted.

"She's right. There ain't no one in there man." A baritone voiced individual said.

"You better not be hiding her, you slut-bag!"

"Shut your mouth! I'm not afraid of you!" Mary Jane's voice cried out in anger.

Peter had the urge to go back and help Mary Jane but that would mean revealing his location and getting him and Mary Jane into more trouble with Flash. He hoped nothing happened to her.

Chances are they could search every room in this corridor. Flash was relentless and persistent. He was right in thinking that. The next thing he heard was Flash saying.

"Let's look every room then!" he said.

Peter had no choice. He sighed and made his way to the other room behind the one he was in. Going in, he saw it was a large compartment with swirling containers all around. Through the swirling containers, a large dome of pure unknown energy was shown. Peter curious as he was, tried to get closer to see it. But couldn't despite the small containers full of…spiders.

Peter now turned his attention to the small containers carrying the same creatures that he saw earlier on in the trip. He could understand now that the same energy was responsible for changing the spiders into whatever it is they were being.

Suddenly the lights in the room turned bright yellow and the swirling containers swirled faster. Peter had an inkling that he should get out. Before he knew it, one by one the containers opened unleashing the spiders. All of them fell onto the floor and Peter got out just in time before the door closed indefinitely. Peter heard from the clanking that it had locked.

He breathed out a sigh of relief.

'_Oh man! I could have been God knows what if I was still in there!_' he thought.

Peter was unaware that a small spider made his way upward from his leg.

* * *

"No one can begin to explain how I am right now." A man looking at his workers from the left and right side of the table. Each one of them looked at him waiting for what he was about to say. A man in a silver suit and black tie, Norman Osborn, the president of such an establishment was glad each of his CEOs were nervous. He let out a smile and it was apparent that they were calmed down.

"So far, we've made profits in the robotics division but right now we should be focusing on something more different, something more substantial. We should be focusing our attention to the cross-species division is what I'm saying. Our numbers suggest that they are in lack of a better term…struggling."

"We've not seen any variation that our experiments are showing any potential or in any way profitable. Which is why I'm suggesting expansion. Who here has any ideas on how?"

There was silence spread throughout the board.

One of them spoke. A balding man with glasses. "We would have to let go some of the unworthy experiments, sir."

"Interesting. Why?" Osborn asked frowning and he crossed his arms to his chest as well.

"If we are to expand sir. Then any of the experiments that have been proven effective must stay. It is the common course. We must let go of the weak."

"Exactly the point I was actually going to make just now.." Osborn said standing.

The board looked a bit anxious now.

"In case you wanted to know how I am right at the moment...I'm feeling very disappointed at some of you." his calm demeanor now changed to a serious one. "I'm thinking about sending some pink slips, if you catch my drift." he raised an eyebrow.

Norman Osborn raised a finger and pointed it to all his members."You're all are responsible for any flaws this industry is having. This industry must not have any weaknesses to begin with! We shouldn't even be having this meeting!" he slammed his fist down on the table in emphasis resulting in several members getting startled.

Several of them now began to sweat and gulp. A few did both.

"But I'm not without compassion. If you all say you're perfect, then I'm wrong."

Norman Osborn was a bit pleased that the members of the board were looking intimidated. '_As they should_...' he thought.

"Now...let's talk about 'Project Green'..." he said with a hint of smirk on his face.

* * *

Seeing how the coast had been cleared. Peter made his way down the stairwell he had run in earlier. He had to thank Mary Jane for saving him moments ago. But it still meant he had to deal with Flash at some point. As he got to the level the class had been in, just as he was about to open the door, he felt a sharp sting at the back of his neck.

"Uhhh!" he cried out and winced. Peter could swear something had bit him just now.

"Yo Peter. You alright? Where have you been?" Harry asked as he grabbed his friend's shoulder.

"One word says it all: Flash. I don't even know where I went." Peter said a bit wearily. He continued to fidget with his neck. Nothing was on his neck.

"Look we're about to leave right now. You sure you're all right?" he asked again.

"Yeah I'm just suddenly very tired."

"You've been that way throughout this morning."

"I guess I'm not 100%" he pointed out with a weak chuckle.

"Hey Pete! Glad to you survived the torture. You alright?" Gwen Stacy from before came up to both Harry and Peter. "You look rather pale."

Harry looked shocked beyond belief that Gwen was talking to Peter.

"Yeah. It was a long run."

"Well nice to know you didn't get your ass kicked. That means my work is done." she said smiling.

"What do you mean?" Harry asked.

"Let's just say Pete always needs to have a woman to look out for him." Gwen said. "That and the fact that Flash and his friends were escorted out by security just now for trespassing."

"She helped me out with Flash." Peter explained to Harry.

"Oh..."

"But hey! So did Mary Jane." Peter pointed out as he finally remembered.

Gwen's face turned a bit disappointed and serious at the same time. She was surprised. "Mary Jane Watson?" she asked amazed.

"Yeah if it wasn't for her, I'd really be dead meat."

"Well nice to know that..." Gwen manage to say before walking away.

"What was that about?" Peter asked confused.

"I don't know but why I do I get the feeling that you're getting all the hot girls now?"

Peter scoffed. "Don't even start man. Let's go home. My neck's killing me."

Peter Parker thought it had turned out to be a very interesting day so far.


	3. The Turn

**The Turn**

When Peter started to feel something was wrong with him, the effects weren't as intense as when he got back to school and trying not to feel more of a wuss than he already was, refused to go to the nurse's office. Either way, Peter was feeling discontent that the day had taken a turn for the worse with him falling ill. He wondered if it had anything to do with being inside that scientifically-engineered spider room he had hidden in.

After convincing Harry that he would not go to the party due to being sick, Peter managed to make it home without passing out. He still had no idea why Gwen Stacy had talked to him for what seemed to be the first time ever in school, much less as to why she had helped him evade Flash. Mary Jane Watson, on the other hand was more of a mystery, Pete couldn't find her as soon as they left OsCorp. He needed to thank her as well.

But he felt it wouldn't happen today.

'_Why did I have to be sick right now_?' He actually did feel like going with Harry to that club downtown.

"Hey Peter!" Uncle Ben called out in the kitchen as he walked past.

"Peter, how was the trip?" Aunt May asked.

"Amazing…" A sarcastic Peter muttered as he made his way up the stairs. The whole trip had took a turn for the surreal and Peter was surely feeling the effects, as painful as they were.

'_Man, I feel like passing out_…' he thought miserably. His whole body seem to burn wildly. The pain was almost excruciating. He couldn't tell his aunt and uncle without worrying them in the process. He continued to fight through the pain so they wouldn't be the wiser. The last thing he needed was more coddling.

"Peter, you're sweating. Are you alright?" Aunt May pointed out.

Peter stopped at the top of the stairs and held onto the railing for support. '_Guess I'm not going to have a discussion with them after all_.' He looked back at his relatives and tried to use whatever strength he had to let them know that what he was feeling was no big deal.

"It's been a long day is all." He said to her. "I'm just going to take a nap."

"Oh Peter! You don't look well. Are you sure you don't want me to make some chicken soup?"

"No, really this is just a 24 hour kind of thing. I'm just gonna sleep the cruminess off. It's nothing. Later guys."

As Peter got inside, he finally fell face first on his bed without hesitation. He began to sweat and shiver. '_Oh God, make it stop! Make it stop_!' he wanted to scream but felt his mouth get numb. His muscles seem to twist and his vision began to get blurry. He closed his eyes and let the unconsciousness take him.

* * *

Norman Osborn couldn't believe what he was seeing on the surveillance feed from a couple of hours ago. In his office, several people showed him the footage of the field trip. Someone peculiar had caught Norman's eyes. A boy that stood out from the overwhelming crowd of students.

"It can't be…" he muttered in wonder.

"Our analysts have told us that he is indeed the son of Richard Parker, sir. They've confirmed it." One of the men pointed out.

"Peter Parker." Norman murmured. "So this is the friend Harry has been telling me about."

"Sir?" one of the men took a step forward toward Norman's desk. "Do you think he suspects?"

Norman looked up at his aide and considered an option. "If that's so then we need to arrange a meet somehow."

"Your son, sir?"

"Perhaps." Norman had the inclination of telling his son to invite him over to their house one day.

"In the meantime, continue the variation." He stated. "We're going to begin the process."

"When?"

"Now."

"Sir, the formula has not been fully tested. Perhaps we should use it on some animals first, the mice or the lizards they-" the aide was then cut off.

"I don't care if it hasn't been tested. 'I' will be the first. This is our chance to make sure the military will see us in a whole new light. Never will we ever cast a seed of doubt to the greatest people in the country."

"Sir, there's a chance you could die and the Parker boy sir-"

Norman turned to look at his sniveling aide in contempt."The trick to conquering death, Mr. Boyd, is to let it happen. Now do as you've been told and start the process."

"The serum will be ready within 24 hours, sir." his aide reassured him.

* * *

Walking through the front door of her house was a cause to brace oneself, Mary-Jane had held a breath in and as she got in her instinct were right on the money, the yelling commenced.

"Where the hell have you been, girl? The food ain't on the table!" her dad, Dennis, bellowed his usual greeting. He sat on the couch in a greasy tank top and with a beer can in his hand.

"I was at school, dad!" she sighed. "I don't control what the teachers say that make us stay late."

"Well, get your ass in the kitchen and make dinner then, come on!"

Mary Jane had an urge to tell her father off right then and there. But she knew what the result would be. So she chose not to bother with her antics. Instead, she made herself a mental picture of how she would get even with her own father.

Mary Jane's mom was out of the picture. She wasn't dead but for all intents and purposes, she might as well be. Her mom didn't do anything except worry and doing nothing. As Mary-Jane reluctantly did the cooking as always, she glanced out of the window and saw Peter Parker's house. Looking at his window, she kept thinking about her encounter with him moments ago at OsCorp.

'_He sure is interesting. But why is he?'_ she thought with frustration. Mary-Jane took the chance to protect him when Flash and his goons were out to get him. She had never talked to him in a long time and now that she properly saw him after all these years, Mary Jane had an urge to see him, to look out for him.

_'Why did I risk my neck out for him?' _

She had no answer so far. In the meantime however, she went back to her laborious chore.

The Inferno was a club that every student wished for. It was located downtown in New York. Only the most fortunate could get in. Harry Osborn was one of them. As he made his way around the club, the feeling of loneliness swept him. Already he was getting very agitated that Peter couldn't join him. He was seeing guys in packs making their way over to the girls around the corner. Harry on the other hand, was coming up with nothing.

"Well I'm already feeling dissatisfied..." Harry spoke to himself.

He was about to leave when a familiar voice stopped him. "Harry?"

Turning around, he saw that it was the gorgeous Gwen Stacy. Harry had to smile now. '_Maybe my day's starting to be better...' _he gave out a grin. "Hey, Gwen from school?"

"Yeah. Nice of you to remember. Say is uh...Is Peter with you?"

Harry winced. She was expecting to see Peter. He could tell. '_Maybe my day ain't today._' "Ah, no, no. He got sick and couldn't come."

"Oh that's too bad."

"Yeah. I'm actually a bit worried about him." Harry nodded.

"Well hopefully it's nothing too bad." Gwen suggested. "I swear sometimes I think his immune system is messed up." she laughed.

Harry chuckled. "I guess not all humans can be super. Let me ask you something, why'd you help out Peter today with Flash?"

Gwen gave out a long sigh and smiled. "I honestly don't know. I guess you can say I felt kind of bad for the guy. I heard Flash and his boys scheming about how they were going to get him. I acted on instinct."

"Heard Mary Jane Watson saved him as well from what he told me."

Gwen looked bothered now at hearing Mary Jane getting mentioned. "I just don't see why she should interfere. I need to get the full credit for saving Peter, not her." she said with distaste.

"Yeah uh...gotta give credit when credit's due." An unsure Harry said. It was apparent that Gwen had a problem with Mary Jane. He also knew not to press the subject so instead he went back to Peter's condition.

Harry put on his best concerned look. "I guess Peter needs all the help he can get. But I think the main problem with Peter is a confidence problem. I planned on having him come with me here so that he can get out more. Experience life. I mean we all live to be a hundred if we're lucky but it seems Peter's trying to speed up the process."

"In my opinion..." Gwen began to say and her tone suggested she was in complete agreement. "I think what Peter needs is to wake up."

* * *

Peter opened his eyes and turned over with a groan. Sitting up slowly, he looked at his alarm clock and saw that it was '7:00' in the a.m. The alarm didn't even ring. Taking a deep breath in, Peter felt a wave of exhilaration passing through his body. He felt a bit more energetic. Suddenly a wave of urgency led him to his coat, it was then he saw a spider.

"One of the spiders from OsCorp?" he muttered.

Before the spider got away, Peter slammed a cup down to trap the spider. Scooping it up and putting a lid on the top, he began to look at it in wonder. Its design was unlike any spider he had ever seen. It was both red and blue in design and color. Inside the cup, it began to crawl around. "What the hell?"

His white shirt began to get a little tight on him. When he went to the bathroom mirror, he saw the reason why. To his surprise, Peter's muscles bulged under his shirt. His upper body looked wider and his abs seemed to show underneath his shirt. His biceps and triceps looked toned and bigger. '_Why do I look like Rambo now?_' he thought.

"I'm not even going to go there." A terrified Peter said and ran out of the room. He didn't know why he had just gone from scrawny to buff in a matter of hours. All he knew was that it had something to do with the spider that bit him.

"What the hell just happened to me?" he whispered looking at his hands.

He heard his Aunt May through the door. "Peter? Are you alright in there?"

Peter had to hide his newfound musculature and put on a sweater he found in his closet as fast as he could.

"Yes. Aunt May." he said as he opened the door. "Good morning by the way." he waved.

"Oh you look better." she said looking a bit confused at Peter's behavior.

"I feel better." Peter corrected her. Indeed he was feeling a bit more stronger and faster lately.

"Well if you want to head to school, you need to hurry. Breakfast is already on the table."

"Alright, I'll be down there in a minute."

Peter felt a bit content now and all his horror at his new change turned into excitement.

'_Maybe this is my chance to rise and shine...' _he thought happily.


	4. The Conversion

**The Conversion**

In his lab, Norman looked at the final layout of his ultimate invention. The blueprint depicted of a flat object like that of a skateboard except it had wings and stirrups for someone's feet to be placed in. Its wings below had thrusters to make the object go. It was also used for weapons array.

The glider was the latest in microprocessor technology. Norman was convinced that the military would see the product as invaluable worth. A single soldier was capable of flying the object all by himself. Osborn was almost envious. Looking away from the blueprint, he finally saw the finished product staring at him.

"My, my look at what we have accomplished!" Norman stated in wonder. The fact that the glider was floating several inches off the ground was cause for excitement. '_I'd fly it myself if I could.'_ he thought.

In a few hours, the military would arrive and see the newest installments made. Norman was sure to impress them. The serum would have to be ready by the time they arrived and when it was, Norman Osborn was sure he would impress beyond expectations. He was going to be the test subject. _'I'm not scared. How can I when I'm about to be a God to them?_' he thought.

His aide, a husky Dr Stromm stood beside him. "We put in some extra adjustments, Mr. Osborn. Aside from it obeying the driver's movements, the glider is essentially programmed to know what the individual wants it to do."

"Yes, I get it, Dr. Stromm. If I lean forward it goes, if I lean backward, it goes back and left and right, etc." he nodded.

"Glider's programmed for the individual to command its weapons' systems instantly as well, sir. It's all within the mind."

Norman turned to his aide in great surprise. "Really? How have you managed this?" he asked in great delight.

"All the radio-linked controls are integrated into the helmet sir. With a single command in your mind, it can send out any type of missile: heat-seeking, and smart missiles. It also has machine guns at the ready and retractable blades in front." Dr. Stromm pointed.

Indeed Norman had picked up the helmet with both hands and from the layout on it. He was impressed but something bothered him. "Fascinating. It needs a certain color though."

"What do you mean, sir?"

"Paint it green. I like green." Norman said indifferently and passed the helmet to Dr. Stromm. He then walked away from his invention with great satisfaction. As he walked away, he called to Dr. Stromm.

"Make sure you call me when they arrive!" he called out.

"Who?" he called out to him.

He turned back around a few feet from Stromm and answered with much cavalier."The military, of course. They need to see _everything_ that we've done. Including 'me'..." he slowly spread out his arms as if he was on display. "What we've done at OsCorp is to improve human necessities. Now it's time for evolutionary progression."

Dr. Stromm looked a bit troubled as Norman Osborn walked away. He looked at a glass display at the glider suit that a soldier had to wear to operate it.

'_Why is the suit green?_' he thought frowning as he gazed at it.

* * *

Placing the sealed cup with the spider in it in his work station's drawer, Peter tried to calm himself as he began to get dressed. He then proceeded to put on his glasses. As he did, he noticed the strange thing. The vision was blurry. "Hey! what the hell?" he said and took them off. Peter's vision was perfect without the glasses.

"Okay...So I don't need glasses any more? That's highly irregular." he frowned.

He needed to think about this further. "All I know is that it has to do something with that spider." Peter said as he looked at his desk drawer.

Peter frowned and still could not believe what had occurred. He had woken up to find out his body had changed dramatically, albeit impressively. "I got to test this." he said and found a small steel bar with no weights attached to it.

He raised his shirt and saw again how much his abs were shown. He felt them with both hands. They felt really hard. '_Harder than diamonds. Let's find out_.' He then raised the bar and slammed it on his core. Peter waited for the pain but there was none. There was only cold numbness. He looked at the bar. It was slightly bent. "No way!" '_I heard of abs of steel but not abs that can 'beat' steel!_' he thought.

"Peter! I called you moments ago. Are you sure you're alright?" his Aunt May shouted through the door.

"I think so." he croaked.

Peter moved with much difficulty. Getting over the shock at his sudden change was difficult but nevertheless, he had school to attend.

As he came down the stairs, Peter sat down to eat breakfast and as soon as he did, a sharp sound echoed in the back of his head. His eyes bulged and with lightning fast speed, picked up his plate that almost hit the floor. His speed kicked in again within a fraction of a second when his eggs and toast fell and once again, Peter caught them with his plate effortlessly.

"Whoa there!" Uncle Ben cried in surprise.

"Oh my! Peter, how did you do that?" Aunt May asked incredulously.

Peter had no idea whatsoever. He couldn't believe it. Nobody could have caught a plate of food like that. He was speechless. '_Why do I get the feeling I'm full of surprises?_' he thought to himself.

"Yeah, buddo. Those are some reflexes alright." Uncle Ben muttered in confusion.

"I uh I don't know either. I guess I'm 100% today." he said unsure.

"I say more than that." he chuckled and went back to reading his newspaper.

"Well I'm glad there was no mess and for that I'm grateful." Aunt May said reassuringly and patted Peter on the shoulder. Peter noticed the twitch in her left shoulder.

"How are you today, Aunt May?" Peter asked carefully.

"I'm fine, Peter. Don't worry about me." Aunt May said a bit meekly.

A saddened Peter could tell that she wasn't being totally honest. Peter didn't know what was going on but he felt he should know. _'Aunt May doesn't look too well. Is she gonna be alright?_' he thought. But if he were to intrude, things may get worse. He looked at his Uncle Ben, who looked at Peter with a worried expression on his face. '_I guess he's no stranger to the apparent problem._' His Uncle's eyes met Peter's and for a split second, he knew that it wasn't good. It was as if his uncle wanted to say 'Don't ask, son please.'

As Peter closed the door to his house, he saw to his frustration, the school bus speeding by. He could see several students laughing, ridiculing and pointing in the windows as it went on. "Nice to know my luck is still intact." he muttered and shook his head.

The fact that Peter was walking was enough to get him riled up. Missing the bus was always something he hated. "You'd think it would stop once it sees the usual passenger..." he muttered.

Walking down a random alley, Peter had an urge to hit something in frustration. His good day was turning into a bad one. He didn't need the bus to be missing him. "Aren't I supposed to have just one single good day this whole year?" he said out loud.

As his anger overwhelmed him, he hit the brick wall next to him. The hole was big enough for a small rabbit to crawl through. "Holy-!" Peter pulled out his hand and looked at it. The pain wasn't much but the shock of making a hole in a brick wall was too much.

Peter backed away from the wall and kept looking at his hand almost in terror. As he stepped back, his body acted upon itself and the next thing he knew he was attached on all fours to the other wall next to him. He had been unaware that single drip of water landed on his forehead. It had made him react the same way he caught his plate of food moments ago.

"Whoa!" he cried and looked at his hands stuck to the wall. '_Is my day getting weirder and weirder or what?_' he thought. "I can climb walls!" he marveled.

On instinct, Peter jumped over to the other wall were his feet and hands attached themselves naturally. He continue to marvel at his feat. "I can get used to this!" he said happily.

He then went on top of a bar attached to the wall. On it, Peter carefully did a muscle-up. As he hung there, he said to himself. "Let's see what else I can do."

His legs immediately went on the bar and Peter just hung upside down. "I was right... I could definitely get used to this!" he laughed in excitement.

Peter was done testing himself and with a strut continued to skate toward the bus stop and wait for the next bus.

To his surprise, he saw a familiar figure standing at the curb. It was Mary Jane Watson waiting at the bus stop. Her red hair blew lazily from the wind. '_Man...she's breathtaking_.' he thought. Peter realize it was a good a moment. He went over to her and tried to eliminate any anxiety that was slowly making its way to Peter's system as it always did.

Peter stood behind her and trying not to sweat any more spoke up. "It seems we've been abandoned." he said and cleared his throat.

She turned around and after narrowing her eyes in trying to figure out who it was, Mary Jane finally realized who the voice belonged to. "Peter! Hey, uh...yeah no public transportation apparently." she chuckled.

Peter was standing to her side. She was looking ahead at the street for the bus to appear.

"It sucks." Peter said relating.

"Hey you're not rocking the glasses? How come?"

Peter shrugged. "I got tired of them."

"Why? You looked cute wearing them." she chuckled.

A surge of confidence made such an impact in Peter's system, he looked over at her. "No ride?"

"My boyfriend is out of the picture." she said carelessly. "He has a car, I unfortunately, don't."

Peter sighed and nodded understanding Mary Jane's current predicament. "I'm sorry to hear that."

"Don't be. Flash is an asshole." she said.

"Hold on...Flash is your boyfriend?!"

"_Was_. Now he's got his eyes set on Gwen Stacy." she said with distaste. "She's such a..." Mary Jane then looked at Peter who stopped her indicating he understood.

"I get it. I can't even imagine how you feel." Peter said putting his hands in his pockets.

"You're sweet you know that?" Mary Jane said finally looking at him.

Peter looked at her and tried to restrain himself from lifting an eyebrow. He nodded. "Thanks. I try." he smiled.

"If only there were more guys like you and not ones trying out for _Jersey Shore."_

"That never even crossed my mind." Peter laughed alongside Mary Jane.

So far, his day was converting positively in his opinion.

* * *

Gwen Stacy walked to her locker and prepared to put her books in. "Let's get this day over with."

Her locker closed all of a sudden and Gwen looked at Flash, wearing his usual intimidation face.

"So how's the plan going?" Flash asked Gwen suspiciously.

"How do you _think_ it's going?" she asked sarcastically. "First I told Peter what you planned to do, then that stupid bitch Mary Jane had to interfere. You guys told me you were going to do this with some finesse." She gritted her teeth.

"It will. At least now, Peter knows you've earned his trust when you warned him at OsCorp. Soon Parker will be humiliated beyond all recognition for all the school to see." He grinned.

"You sure have a way for words too." Gwen rolled her eyes at Flash's statement. "humiliated for all the school to see..." she laughed.

"Seriously, let's get back to what we were talking about. What about that rich brat Osborn? You find out anything?"

"He says Peter's 'unsure' of himself." Gwen said using air quotes. "Even that guy wants to help with his so-called self-esteem." she scoffed.

"Well that settles it. We need to come up with a new plan then." Flash said and put a hand to her shoulder. "You got to be Peter's girlfriend."

"Are you serious?" Gwen's eyes went wide.

"It'll be even better. Play on his emotions. Flirt with that little creep if you have to. The bottom line is, we can't let Parker know we're coming."

"Hold on, what exactly is it that you're trying to do to this guy?"

"I want to break him, physically and emotionally." Flash declared.

"You think that maybe you want to destroy this guy, not humiliate him like you said we should do?" Gwen pointed out.

"This guy is just a geek. Geeks don't belong in our world. You know it, I know it, everyone in the basketball team knows it. Now look, deep down you're with me because you want the high life. I'll give it to you babe." Flash moved in on her and began kissing the bottom part of her jaw. She smiled mischievously and gently pushed him away.

"Well, Ok. Let's see if he'll buy it."

"'Buy it?' You're the hottest girl in school! Don't you think you can win him over?" A surprised Flash scoffed.

"I often hear it's Mary Jane that gets most of the stares."

"You're hearing wrong, honey bunny."

Gwen shook her head. "I guess. Well, anyway I have to head to class. I need to learn." she began to walk away from him.

"'Learn?' Why?"

She turned back around. "It makes me smarter." she declared as she walked away. The thing is Gwen was feeling a bit troubled for what she was partaking in. '_I met Peter for what seems to be the first time yesterday, he's not that bad._' she thought. Gwen eventually shrugged and began to get care-free once again. _'Well he's got to learn to man up.'_

* * *

Inside a transparent, glass-aligned cell Norman Osborn stood inside and stated fervently to every high-ranking official seated outside.

"Ladies and gentlemen…" he spoke out loud so that everyone outside can hear. "No doubt the glider left you all without words, the true project is about to be revealed to each and every one of you. I am about to show all of you the formula that will make a human better, faster and stronger. This formula is our missing link to our potential. In other words, this is the missing puzzle piece, ladies and gentlemen. Our DNA will finally be complete. I will be the first to participate….Dr. Stromm!"

Norman's aide immediately came in holding a small container with both hands. It was the tube containing the serum.

Norman then went to a standing suit designed to fit him. It was green, tall for his size and of synthetic material. The head piece was also attached to the suit. From the back part, Norman went in and adjusted himself to the green suit.

'_Feels like I'm a little kid on Halloween_,' he thought.

His eyes peered out the large oval holes in the mask.

"It's time." He looked over at the audience as he walked around the cell. "Dr. Stromm…" Norman held out his arm. "Deploy the serum."

The audience murmured to themselves. Some were concerned. Others scoffed.

Dr. Stromm was hesitant for a second before he had no choice but to do what his boss told him. He held out a syringe and applied it to the serum container. It was full enough and eventually went to Norman's arm. Through the suit, the syringe went in.

Dr. Stromm continued to press down until the liquid was fully inserted into Norman's system. As it emptied, Norman's hand clenched and spread to the side and did the same with the other one. He waited.

'_I can't wait to prove to the people of the world that I am more than what they think I am_.' He thought as he closed his eyes.

Norman imagined himself finally content for once in his life. He was feeling something. '_What is this_?' he wondered. His body became numb and burn at the same time. He grunted and screamed as the pain felt loud to him. He knelt to the floor and became tense. The fact that people outside the cell were expressing their concerns and worries meant nothing to him.

But one thing he did know was that he was changing. He felt it. He felt it in his bones and in his skin. '_Am I dying_?' Norman thought as the pain became unbearable. Norman finally realized that what he had done was a mistake. He did the only reasonable thing he could do, he screamed.

Norman didn't hear the rest of the audience screaming as well. Despite all of what Stromm tried to do to alleviate his current condition, Norman felt agony anything he ever experienced. He began to breathe slowly as the pain started to subside. _'Must calm myself. It's the right move_.' he thought.

Norman opened his eyes and looked at his assistant who looked horrified.

Norman's eyes had turned yellow through the small openings and his ears became pointy and bigger.


	5. The Transformation

**The Transformation**

"It doesn't take a genius to know that there was some foul play here." said a man in a long black jacket along with a suit and tie underneath.

"How do you figure that?" Captain George Stacy asked as he continue to walk around the wreckage. A few minutes ago he received news that the OsCorp facility was destroyed. He went to the scene along with other investigators from different agencies and departments. One individual, the man he was talking to, was turning to be very strange.

"This place was blown up from the inside judging from the blast points and the debris here. Besides there is no way this was an outside occurrence. A missile or any projectile would have only blown a portion of this installation."

"I see your point." The captain said as he looked around at the wreckage.

"I'll coordinate with all field agencies including some international ones to come up with some answers." The agent said.

"Thank you for your cooperation. But what was your name again?" George said as he shook his head.

The agent smirked and replied. "Now you know captain, that I never gave it." He then left.

Captain George Stacy frowned and looked bothered by the mysterious agent. In the meantime, he went over in his mind to try and find out why an OsCorp facility was now a hole on the ground. '_What could have done this_?' he thought.

* * *

Getting out of the bus, Peter kept up the conversation with Mary Jane.

"I never knew my parents. At this point, I feel like I never will." Peter said with his head pointing down.

"That has to be tough. You have to tell your aunt and uncle about them, Peter."

"I have. Or tried, actually. Every time I mentioned my parents, they would either give some senseless answer or just change the subject."

"You think they're hiding something?" Mary Jane frowned.

"It looks that way." Peter nodded. "I guess I didn't want to pursue the matter any further because they've been so cool with me and my aunt..." Peter struggled and looked away from Mary Jane.

"Is everything OK?" she asked and they both stopped on the school parking lot.

"I don't know." Peter whispered. "I already got enough shit with Flash to deal with on a constant basis but when I think of what's going with my aunt...I don't even want to think about it."

"Peter, I learned for a long time that uncertainty can destroy you, you shouldn't let it."

Peter nodded. He said nothing for awhile and finally said to Mary Jane. "I do hope you get you want. You're like amazingly beautiful..." he chuckled and shied slightly but carried on. "And smart as well. Thanks for talking to me, that's the truth."

Mary Jane smiled."No problem. This is going to sound a bit cheesy on my part but sometimes to get the truth, you have to push even when it's painful." Mary Jane suggested.

"You're saying I shouldn't stop? With my parents, I mean?"

"I'm just saying you should proceed with caution." Mary Jane smiled. "A tiger has to prowl before it gets what it wants."

Peter looked thoughtful.

Over at the corner, Gwen felt annoyed that Mary Jane was talking to Peter. '_I don't know why I'm getting worked up seeing those two together_.' It bothered Gwen seeing Peter finally having some contacts. _'Remember Gwen, you're the hot intellectual, while he's the geeky intellectual...isn't he_?" Conflicted thoughts went through Gwen's mind. Lately Peter looked a bit more handsome than usual. '_Am I seeing things_? _I mean he 'is' the one who threw up after we went to the museum two years ago._' Eventually Mary Jane went on her way to class finally making Gwen approach Peter. _'Alright time to put the plan in play_.'

"Hey Peter." she said putting on her friendly smile.

"Oh hey Gwen! How are you?"

For some reason, Gwen really did smile. "I'm about to be exhausted." she said.

"School getting on your nerves?"

"No I'm about to get exhausted from 'schooling' teachers. They got nothing on us." she laughed while Peter chuckled.

Just then, a young man came out of the school doors as quick as he could while others were about to go in. Peter frowned when he recognized Harry Osborn to be the one pushing through the crowd of students. Peter and Gwen then saw a limousine being pulled up in front of them.

Peter looked back at Harry who approached the limo. "Harry, what is it?" he frowned. Indeed something did not look right by Harry's worried face. It was the first time Peter saw him in such a state.

"I have to get home."

"Why?"

"My dad's secretary called...I just-I just got to go." Harry sobbed.

"Harry? What is it? What's wrong?" Peter went over to his friend.

"There was an explosion at an OsCorp facility. My dad was probably there. I got to get home." Harry sniffled and opened the back door of the limousine.

"I'm sure he's alright. I mean did your secretary 'say' he was there?" Gwen frowned.

"I don't know." Harry said putting a hand to his hair and looked as if he was going to pull it out. "His people aren't telling me anything."

"You need me to come with you?" Peter suggested.

"No, no, I don't want to get you involved. I'll uh…I'll see you later, Pete." Harry said as he got in his car and rapidly drove off the school grounds.

"I wonder what happened." Peter muttered.

"I guessing a spill had to happen sooner or later. I'm grateful it didn't turn out to be a Chernobyl incident with the things they've been conducting there."

"What do you mean?"

"My dad's the city police captain. I heard he was investigating this. I never thought it was an OsCorp lab. Accidents mean no one is infallible. This was someone's fault. Big time."

Peter looked disturbed now. "This was reckless then?" asked Peter. It made sense.

"Not sure. But I wouldn't be surprised if that was the case. A lot of scientists at OsCorp are big time loonies and hacks."

"Who would do such a thing?" Peter asked.

Gwen went on."Those chemical-engineered products and technology have made people's lives a lot easier but that doesn't mean they're aren't many hazards." Gwen pointed out. "Norman Osborn is always the one who takes risks with no ways of playing it safe. In my opinion, Harry's dad is up to something dangerous."

Peter chuckled.

"What?" Gwen asked.

"That sounds very astute and well-thought out." said Peter impressed.

"Don't you think I'm smart?"

Peter chuckled nervously. "Of course I do. It's just people...should tell you that once in a while. It's the truth."

Gwen looked touched. "That's a...That's a hell of a compliment." she said clearing her throat. '_To be honest, Peter is actually very cool sometimes_.'

"What are friends for? Besides I have yet to owe you."

"Owe me for what?"

"Saving my life." he said. He then gave out a hand. 'I'll see you later." Peter grabbed his skateboard and prepared to head to class.

"Uh...yeah sure." Gwen could not help but be mesmerized at Peter's backside as he walked away. '_Oh my God, it looks so...wait no! This is Peter Parker, the school geek remember, Gwen!_' She shook her head and went on her way as well.

* * *

Norman Osborn woke up. Disorientation was heavily apparent as his head began to throb. As he looked around, he saw that he was in his own bedroom. He carefully sat up and tried to go over what had happened. '_Last I remember was giving a presentation_.' he frowned._ 'I was injected with the serum_...' He remembered back when Dr. Stromm had given him the formula. The next thing he knew a bright flash of pain flooded his eyes.

"Aah!" Norman cried out and he looked at his familiar bedroom surroundings again.

'_Was it all a dream?' _

Suddenly a memory was triggered. He saw a night sky with fire burning overhead a few miles away. To his left laid the glider which was hovering a few feet off the ground. Several tall cities were shown and bright lights from the streets glowed making the buildings look spectacular.

A figure stood on top of the tallest building in New York. The man formerly known as Norman Osborn looked at his hands. He felt so much strength and he felt he needed to use it. "I can show these people what a man with power is truly capable of." he cackled.

Norman opened his eyes and he came back to the present. "I survived because I've evolved." he whispered.

The door to his bedroom burst open. A young man was revealed. To his annoyance, it was his son, Harry. "Harry, why aren't you in school?"

"Your secretary called me. I came because she told me something happened at work. You alright?"

"I was here this whole time." Norman lied while getting frustrated and nodded. "I heard what happened. That installation is insured as shit. When I get my hands on that secretary of mine..." he shrugged angrily and wanted to sit back down and go back to sleep.

"I was just worried, dad."

"Seriously?" Norman looked at a confused-looking Harry. "Since when do you do? Do you think I care if you care? I care about what a sniveling coward you turned out to be! What do you think about that?"

"I don't care about what you say about me. The fact that you're here is enough to make me feel better. I'll let you be." Harry shook his head and went out of the room.

Norman looked more upset than ever as he saw the door closed. '_The fact that I have a son like Harry is baffling. But I need him to get me close to Parker_.'

* * *

A bored Peter seated was in his class and as was about to doze off from the teacher's rantings. '_I already know the answer to those equations than she would give it in a century._' he thought.

Looking away to the window, Peter frowned as he saw a spider hanging from the right hand corner of the window. It was hanging upside down from the web it had made. Peter looked a bit mesmerized and began to appreciate the fact that even spiders can be creative. '_I guess anything can be smart._' he said as he looked at the design of the web.

"Peter Parker!"

Peter snapped back to reality as he saw his teacher standing next to him.

"Hiya doing?"

Sniggers occurred all around the room. Some laughed.

Peter knew the routine fully well and knew that the teacher wanted him to answer a problem. But he knew she was testing him if he had been listening or not.

"So like I said before how does one know when a chemical reaction is taking place?" she asked sternly.

Peter had to fight an urge to roll his eyes. He gave the answer reluctantly. "Gas is formed hence the bubbling effect, a color change due to some chemical mixtures, it then releases energy which can be thermal or kinetic, and it forms a precipitate."

"And what is a precipitate?"

Peter as usual prepared to give an explanation when Gwen quickly spoke up while raising her hand which the teacher looked at. "Yes?"

"It can be a solid, more like flakes of a solid." she responded.

"Correct, moving on." the teacher went back to her desk and continued to ramble on.

Peter was astounded and impressed at Gwen, who looked back at him giving him a wink.

Peter had to smile. Mary Jane on the other hand, looked a bit bothered at the sight of them. She then tried to focus on her studies.

As Peter went back to his work, he raised his hand to use his pencil which throughout all this time, was stuck to his desk. Peter looked beyond surprised and shocked as a white substance like that of a rope came out of his sleeve. On the table, a small web had formed. Raising his hand, the material stretched and became longer.

_'Now I got a new ability_...' Peter thought.


	6. The Alteration

**The Alteration**

Norman went to his lab at OsCorp and saw to his amazement his suit and mask standing upright. He went over to inspect it and made his way over to his mask. The mask was oval, green as he wanted it, the holes for the eyes were oval shaped as well.

Norman placed a hand to his ear and recalled how during his painful experimentation that his ears began to grow. 'I felt myself change...' he wondered out loud. He then went over the events that led to his blackout.

_'What the hell's happening!?' he had shouted through the searing pain to Stromm.  
_

'_Your eyes, Norman...' A horrified Stromm whispered as he put a hand to his mouth._

_He had seen his reflection through the glass wall in front of him. Everybody in the audience looked petrified and with good reason, with his mask covering a huge majority of his face. His ears stuck out and his eyes were yellow and hideous. He had sharp teeth shown as well. Norman was seeing a monster and it was him. _

_A wave of anger and freedom swept over him. He had felt he could do anything now. The creature looked away from his reflection and looked at every member seated behind the glass. He then let out a loud cackle._

_Norman remembered throwing Stromm through the glass.  
_

_He remembered leaping towards the audience and attacking several military members._

_He remembered commandeering the glider with ease and used its weapons to fire all around. All at the same time, Norman had been laughing._

_He remembered saying to the people seated. "Hope you enjoyed the show!" he cackled while throwing a small orb-like object toward their section._

_The object had exploded while impact, narrowly missing several people, several weren't so lucky and looked injured. The ones who lived began to run off in fear._

_"Where you guys running off? The after-party's about to commence!" he joked.  
_

_Bullets from beneath the glider shot off. While the glider was shooting, Norman remembered looked at his navi-computer on his wrist. A timer had been set.  
_

_00:00:05... 00:00:04... 00:00:03..._

_"Time to blow things out of proportion!" he then sped off, making a hole in the ceiling, while an object from below the glider dropped down. A huge explosion was heard.  
_

Norman gasped and started breathing heavily again. He tried to put himself together.

"Just calm down, Norman...don't go crazy. You're the leader of one of the most important corporations in the world. You should not be acting like this." he told himself.

Looking at a newspaper with a headline that irritated him, an annoyed Norman read out loud.

OSCORP DECIDES TO CUT FUNDING FOR SEVERAL DIVISIONS

"What the hell was I thinking?" he asked himself.

He was aware that he made the decision yesterday, albeit reluctantly. But Norman felt differently now.

"What am I going to do with this inferior board of mine?"

Norman then looked at his suit standing in the middle of the room.

"Oh...now I know." he gave an evil smile.

* * *

As Peter left the classroom, he kept thinking as to how he had come up with such weird thin strand of white material coming from his wrist. The adhesive was so strong it stuck to the desk easily. Luckily, Peter took it off with ease even if did scrape a piece off the desk. '_What will I come up next? I hope whatever comes next won't be anything like that. I swear I had to almost tear off a part of the desk just to get loose!_' he thought.

"Well, look who it is…" a voice called out from behind Peter.

Peter knew who the voice belonged to and had to sigh due to annoyance. He turned around and his suspicions were correct as he saw Flash standing in front of him. His goons were standing to his side.

"I take it you're not in a good mood to see me?" Peter shrugged.

Flash ignored his remark. "You know, ever since you've opened that little mouth of yours, you have been a constant thorn at my side, Parker. I mean teacher's always giving us more work just so we can keep with you."

"Don't blame me for your academic decline, Flash. Instead of partying and getting drunk, you should open up a few books and actually 'read' them, not 'look' at them."

A lot of students stopped and watched the scene. Some looked impressed by the way Peter was handling himself. Some let out 'ooh's' from his remarks.

"That's going to cost you!" Flash growled and let out a fist.

Peter's senses immediately went into overdrive. An unknown instinct warned him that danger was coming. For that, Peter reacted. '_Whoa! I can see Flash's fist and it's going slow!_' he thought. From Peter's perspective, everything else seemed to drag.

Peter deflected the fist with his hand.

"Whoa!" several people cried out.

Flash with his fist caught looked on in confusion.

Before anything escalated, Mary Jane came to the scene. "Hey, I just told the principal something's up. Unless you want to stop with the usual BS, you may actually get out of being suspended." She told Flash.

Flash looked murderous. "I don't know why you soften up to this little creep, but you need to consider your friends more carefully."

"He's twice the guy you are!" Mary Jane yelled.

'_Hey I'm right here!_' Peter wanted to call out. But at the same time, he couldn't help but be appreciative towards Mary Jane.

However, Flash and his friends laughed at the statement Mary Jane gave. "That was a lucky catch. If that's what you're referring to. One of these days Parker, you'll get what's coming your way."

"Or…you could have just said ' you'll get what's coming', it would make you look less pathetic." Peter said.

An angry Flash began to advance once again when the principal came towards between Peter and Flash.

"What seems to be the problem here?" he asked.

"_Is_ there a problem?" Mary Jane asked Flash.

"No…no problem." Flash said as he backed away.

"Well then I suggest you move on and head to class then!" the principal shouted to both of them.

After Flash gave a meaningful leer towards Peter, he went off and the rest of the students went on their way as well. Peter and Mary Jane stayed behind. "Well thanks again, I guess I owe you twice now." he said.

"No problem. I was more impressed by the way you caught that punch, though." Mary Jane said amazed.

"I guess I've been upping my workouts." Peter lied.

"I just really can't stand seeing you in such distress, Peter. It breaks my heart sometimes."

"I hope that I'll pay you back for all you've done to me. Being there."

"You will." she smiled and walked away before giving a small wave.

As Peter walked away in pure contentment, Gwen Stacy came out of nowhere and walked up to him. '_Why is it every time I see Gwen, I want to gulp?_' he thought.

"Hey Pete!"

"Hey indeed." he said with a chuckle.

"Heard what happened."

"News spreads like a virus in this school, I guess." Peter muttered.

"You have to tell me all about it. How about dinner and a movie this Saturday?"

'_Huh!?_' he wanted to blurt out. '_You sure you have the right person?_' he thought. "Umm...well...I uh." A nervous Peter was scratching his head at this point.

"Sure." he said high-pitched until he corrected himself. "I mean... that sounds cool." he said normally.

"Good. I'll see you then." she smiled and ran off leaving a speechless Peter behind.

'_What about Mary Jane, though?_' a voice inside him asked.

* * *

Sitting at his worktable, Otto Octavius typed away as he was intent on finishing his special project in time. He straightened his glasses every time an anomaly shown on the screen was not applicable or useful.

"I really hate this world." He shook his head. "It's up to me…to change it." Otto whispered.

He pressed 'ENTER' on the keyboard and on the screen, several outlines of what appeared to be arms were shown.

Otto smiled at his progress.

"Now all that is needed is a little editing." The arm on the screen flipped over and the image was broadened to reveal the exterior of the arm.

"Let's go with titanium instead of iron." He said.


	7. The Shift

**The Shift**

A list had been made. Names were picked. Soon Norman was going to cross every single one of them off.

After making new vials of serum on his own for what seemed like countless hours, Norman, with no hesitation whatsoever, decided to don the mask and suit once again and undergo the transformation. The exhilaration he got as he transformed into a different being was overwhelming and addicting to Norman.

Inside his green mask, Norman could feel his face beginning to change as well as his muscles which yearned to be used. His energy felt incredible and now was the right moment to use it against the very obstacles that came his way.

'_No one can stop me._' Norman thought. As far as he was concerned, he was unstoppable. '_No one will ever stop me!_' he wanted to say. Outside his yard, Norman was ready to eliminate the things that always got in his way.

Remembering his board meeting a few days ago, Norman was getting very irritated at their lack of progress and ideas. _'It's time to trim the unnecessary fat off the company once and for all_.' Law enforcement would be too late to help any of the board members. Not that they could stop him, Norman just didn't want to deal with any nuisances.

In a voice that was not his own, he spoke out loud. "I doubt there is anyone that can challenge me, the Green Goblin!" he declared.

Norman had decided upon that name ever since his transformation made him look the part of a fabled creature. _'It was my favorite creature as a child_.' He thought at the time.

"Mr. Richardson..." he said as he read a piece of paper that fell on the ground. It had the profile of a man. His picture and stats were shown. "It's time to get your pink slip." Goblin said.

As he stood on the glider, his feet were glued to their respective places, as it began to float, the Green Goblin powered up the glider and soared into the sky.

* * *

Sitting on a desk besides a lamp and his badge, paperwork of all kind laid in front of Captain Stacy. He struggled to get everything signed so he could go home.

"My officers sure know when to make mistakes…" he muttered in annoyance.

Lately George was frustrated due to his officers' apparent lack of progress. In the sense, that most of the criminals they had come into contact with got away or attacked them.

'_We got to make some changes. I need better people._' He thought.

Someone knocked on his door.

"Come in." he sighed.

"Captain, we got word of a violent disturbance at the Richardson's residence. We got people down there right now. But it's best if you came sir."

"We got this kind of action in broad daylight, Hutchson?" A surprised Stacy asked as he put on his long, black coat and barged out the door. His lieutenant trailing behind him.

"Yes, sir. Sorry, the other deputies didn't radio you in beforehand sir. It's just that this kind of attack has to get the attention from all agencies and-" Hutchson was cut off.

An agitated Stacy cut him off. "I understand. I understand. What are we looking at?"

"Damaged home. One dead, A Mr. Alan Richardson, his family managed to survive thankfully."

By this time, Stacy and Hutchson were already in their squad car. Stacy was driving.

"What kind of lunatic takes apart a suburban house?" Hutchson said rhetorically.

"If you did your homework lieutenant, you know that Alan Richardson was a huge member of OsCorp. I knew him only vaguely but I did know he was knowledgeable about that cross-species stuff they're doing there."

"Why would anyone want to take him out?" Hutchson asked.

"You want to keep asking questions or you want to focus on the job?" Stacy said agitated finally shutting up Hutchson.

* * *

At school, Peter was in his history class when the school's bulletin hit on the speakers.

_"Boys and girls, this is Principal Matheson. Umm...we've had an unexpected attack happen on one of the homes in the area of this vicinity. We advise all students to take extra precaution and not leave their classrooms until police officers call in and report of any positive change. We do not yet know if the perpetrator has left the area or has been caught, which is why all students not leave the school until told to do so. Teachers, at this time you are instructed to take the students down to the cafeteria until further notice. You are also instructed to care for your students as best you can. Hopefully this disaster will be fully resolved. Thank you." _

Students were mumbling words of surprise. Some expressed their frustration. Peter on the one hand felt strangely about the event.

"Holy crap..." Harry said shocked.

"This sounds serious." said Peter.

"I wonder who it was." Harry said.

"Whoever caused this is seriously demented." Peter said who felt strongly about such a person doing a horrendous act of violence on a peaceful setting.

"Yeah, to make matters worse, this psycho has us stay after school. He's diabolical to say the least."

Peter rolled his eyes at Harry's remark.

"Alright class, you heard your principal. Let's go downstairs quickly and carefully." Mrs. Davids said to everybody in class.

Soon the class was led in single file down to the cafeteria. Other lines made up of students made their way in as they headed towards the large room. Peter could not help but think about what was going on. '_A house got blown up into pieces and somebody was responsible for it?'_ he thought.

Peter then caught a glimpse of Mary Jane sitting down on a table with several girls. To Peter's luck, their teacher ordered them to sit at the table next to them. Peter reluctantly had to listen to Harry theories as to who was the criminal and why he did as they approached their table. Harry's ranting was getting on Peter's nerves.

"...or I think it's one of those people that don't have a life." Harry suggested.

"You'd know, wouldn't you?" Peter said smiling.

"Shut up, man." he muttered as he sat down. "You should talk, you hardly get out of the house." Harry chuckled.

Peter sat across from him. "Either way, everybody's gonna be talking about the disaster for two weeks, a week and a half if we're lucky."

"You want a different topic since you're so restless about what just happened? How about the fact that you're going out with Gwen Stacy?" he asked Peter in a hushed whisper.

"Shh!" Peter waved him to stop indicating he was being too loud. "_Now_ you want to talk about this?"

"Ever since you told me, I couldn't believe it!"

"I still can't believe it either, Harry. Besides, the truth is...I think I just agreed to go out with Gwen because she's really hot." Peter said.

Harry frowned. For three seconds he waited for more detail. He nodded slowly. "Yeeeees?" he said carefully obviously getting it.

Peter looked annoyed and rolled his eyes. "I'm saying Gwen's not my type."

"Ah man! Come on! Are you kidding me? You're the luckiest guy right now. You should feel lucky that a girl like Gwen likes you."

"I like Mary Jane more, Harry. Believe me, I know how you feel about Gwen. If she asked you out, I know you'd be happy. I'd be happy for you as well. But...I don't know I think I'm going to have to call it off."

"No! You're not!" Harry almost shouted. "I've wanted you to man up for a long time. You turn down Gwen Stacy, it's like three strikes you're out."

"And what does that mean?" Peter looked frustrated.

"It means that the chances of you getting a hot girl here are going to be limited, practically non-existent. If every guy and girl in school hears that you turned down a beautiful girl like Gwen Stacy no matter if you're going for another hot girl like Mary Jane Watson, you'll be shunned for the rest of your high school life."

"You need therapy sometimes, Harry." Peter said seriously. "I'm telling Mary Jane how I feel then I'm going to tell Gwen it's off."

"Alright man..." A sighing Harry eventually agreed. '_Maybe I'll still have a chance with Gwen_!' "But do it subtle." he pointed out.

Peter saw up ahead at Mary Jane's table that she had gotten up and persuaded the teacher to let her go to her locker to get something. He couldn't hear what it was all he knew was that it was important by the way she pleaded. She was apparently able to get out of the cafeteria doors.

"I'll be right back." He told Harry as he got up.

"Where you going?" Harry called out but got no answer.

"I have to go to the bathroom. It's an emergency." Peter said as he got up and told Mrs. Davids, who reluctantly agreed.

Peter left the cafeteria and headed his way down the same corridor he had passed for three awkward years. Peter tried to forget about the infinite times he had to run down the hallway due to bullies like Flash chasing him. Today, everyone was in the cafeteria. Flash was in there. He knew it. There was nothing going on as far as he could tell as he walked.

'_Plus…I don't sense anything_.' Peter thought as he walked past locker after locker. All the times he had felt danger about to happen, like when Flash was about to hit him, the drop of water landing on his head, and when he saved his Aunt's dishes from breaking. He assumed that he could sense when danger was coming.

'_Once again, a power brought on by an extremely special spider.'_ He joked to himself.

Peter stopped walking and immediately his danger sense was initiated. '_What now? What's going on?_" Peter walked closer and the ringing kept increasing in his mind.

He turned around the corner where he saw Mary Jane struggling against Kong, one of Flash's lackeys. Kong was a heavy-set teen around Peter's age and looked too bulky and muscular so anyone like Peter had no chance of taking him down. Mary Jane actually tried to fight back against Kong but with no success. "Leave me alone, you pig!"

Kong eventually held Mary Jane against one of the lockers.

"You're lucky I won't kick your fine ass all around this hallway. Now I want to know cuz he wants to know, what do you know about Parker?"

"That he's right behind you." Peter replied.

For the first time, Peter felt determined and also eager to teach the guy a lesson. _'Nobody messes with Mary Jane.'_ he thought. "I think you better get your hands off her, Kong."

Kong had turned around and let go of Mary Jane's wrists. He stepped forward until he got close to him. Kong looked up and down at Peter apparently sizing him up. Peter kept his eyes locked on his.

"Seriously Parker? You want to be a hero to this bitch?" he said looking back at Mary Jane.

An infuriated Peter turned red-hot from that remark and as he looked at Mary Jane. He saw a look from her suggesting. '_Don't do it, Peter. It's not worth it._' It was evident when she shook her head 'no'.

He understood that expression very well and somehow seemed to consider it. '_This is going to be difficult_. _Not fighting back_.' he thought. Peter felt himself admit defeat. _'I can take this guy apart but I can't risk Mary Jane seeing my abilities! I don't want her to see me as some sort of freak!'  
_

Resigning at last, Peter accepted what was about to come but not before he launched a verbal remark. "You're no better than that creep out there." he said bravely.

The next thing Peter knew was a hard hit to his right cheek. Despite his new sense of warning, Peter let the pain come and allowed it to register. Surprisingly it was only less extreme. The fact that he had withstood a punch from the massive Kong was something entirely new to him. Peter nevertheless cowered away so that no one would be the wiser.

Peter picked his head up. Mary Jane's voice was heard. She sounded as if she were explaining something in a calm tone. Peter opened his eyes and saw that Mary Jane was talking to several teachers who claim they saw everything.

"He was just trying to help me from this creep!" she pointed at Kong who scoffed and shook his head smiling.

"We saw what happened and yes, I agree, Ms. Watson that action will be taken." Mrs. Davids said and looked at the principal.

The principal agreed and turned to look at Kong seriously. "So do I. Mr. McFarlane...you are hereby suspended!"

"What!? I got a game coming up! Y'all can't do this crap!"

"You better watch your mouth unless you want to turn your suspension to expulsion, Mr. McFarlane!" the principal warned.

"Man, this is bogus!" Kong muttered.

School security then led him away leaving the principal and the school teacher alone with Mary Jane and Peter, who was still on the ground. He began to get up.

"We'll send you to the nurse's station, Parker. Up you get." the principal said sternly.

Peter got up and feigned injury by holding the right side of his head with his hand. There was no pain. '_How can that be possible? I must be made of some stronger stuff than I thought!_ _I wonder if durability is brought on by that spider too?_ he thought with amazement.

As Mrs. Davids let him away, he saw Mary Jane catch his eye. She then said with a kind smile and nodded. "It's OK. Thanks for trying."

_'I don't get it though...did this turn out to be a good day or a bad day so far?_' Peter thought.

* * *

Bob Baker prepared to make himself a cup of coffee when he turned on the news. "Let's see what else is wrong with the world today." he said sarcastically as he sat down on the sofa. He had a few hours before he went to work at OsCorp.

A special news bulletin was immediately shown. A male news reporter was reporting live on the scene. From what Bob could tell, the house behind him looked very familiar. '_It couldn't be_.' he thought in shock.

_"We're out here in a Queens, New York vicinity. A few hours ago an attack was made on a home behind me. A man named Alan Richardson is the unlikely victim. He is survived by his wife and son. We do not know the motive for this kind of attack. Sources are put into play so as to find out who is responsible for such a terrible attack." _

Bob stared at the TV screen in both shock and confusion. "What the hell happened?" he whispered. Alan and he had been friends for several years at OsCorp. The fact that he had been killed was beyond shocking.

An horrible explosion so unexpected occurred knocking Bob onto the floor. Disorientated and frightened, he saw that a large hole had been made in his ceiling. In came a horrible figure, he was all green and had a purple hood on his head. '_His eyes though..._' he grew fearful as he looked at them. The creature came in on a flying board.

"Hello, _Bobby..." _the creature grinned at him. "To answer your question, _'I'm'_ what happened!" he gave out a loud laugh.

"Wha-Wha?" Bob stammered.

"Oh poor baby...he wants his 'ba-ba'?" the creature cackled. "I'm here today because it seems you're too much of a child to get things done. In other words, you have no backbone. I'm here to let you know, Mr. Baker that your services are no longer necessary." the creature then pulled out an orange object from his bag he had on.

The creature threw it randomly and Bob knew nothing more.

* * *

Driving down with his three other friends, the man knew his mission was a complete success. Taking off his mask, the man drove down the street as fast as he could now. '_Now I can plan my retirement...' _he thought with a sly smile. Robbing a bank was an easy task as far as he was concerned, but his friends thought otherwise. One of them in the back spoke.

"Yo, man are you sure nobody is gonna catch us?"

His friend seated beside him spoke up for him. "Dude, we just disabled the cameras, subdued the stupid-ass guards, and left no fingerprints. All in all, I say we're crafty as a mother-"

The driver interrupted him. "We did it. That's all you need to know. Besides all the cops are busy with that Queens disaster so nobody is gonna be the wiser. Now I don't mean to brag-"

All his friends scoffed and muttered their disapprovals. The man nevertheless continued.

"But with my skills..." the man held up a fist in which he wore a silver-plated gauntlet. It began giving off electricity. "We're set!" he hissed.

"Yo, man turn that off, you're driving man." the man in the passenger seat reminded him.

"Oh right." he cleared his throat and proceeded to drive at a normal pace once he turned his gauntlet off. "Sorry, bros."

"But serious, Herman. You are the man." the man in the passenger seat smiled at him.

"_Shocking_ ain't it?" the driver with a sticker on the steering wheel that said '_This car belongs to_ _Herman Schultz. So stay up off it!' _chuckled loudly that he hit a garbage can with a cat on top of it. It had screeched as it was knocked off.

"Sorry!" he called out as he stuck his head out the window.


	8. The Variation

**The Variation**

The next day, Peter woke up with no alarm clock buzzing. He shifted forward to his desk drawer beside his bed and looked at the time. It read 6:30 A.M. He was thirty minutes early from his usual wake-up point. He groaned and looked at the ceiling. There was no way he could go back to sleep now. '_I don't know why but I really miss my alarm clock ringing_.' He thought miserably.

Missing the alarm clock's cacophony was not a major factor for Peter's current anxiety. It was Friday. That meant he had about twenty-four hours before his date with Gwen. At the moment, he was feeling rather conflicted. '_Maybe Harry's right, I can't back out on this date.' _Peter had spent all night thinking about how to handle his predicament with Gwen and Mary Jane.

'_Seriously, who do I like most? Because this is so confusing, it's not even funny.'_ he thought.

Peter shook his head and put the problem in the back of his mind with all the other ones. He quickly put on a new sweater and jeans. Soon, he was heading downstairs where he heard his Aunt May and Uncle Ben engage in what Peter thought to be a serious conversation. He stepped down slowly so as to hear what they were saying.

"Seriously, Ben! First, attacks like these and Peter walking to school by himself! I can't take the stress!" Aunt May cried in the other room. "How do we know he'll be OK?" Aunt May said stifling the urge to cry.

"He's a grown kid. He can take care of himself. I know it. Besides he's just like his dad. He's strong even if he is a little reckless at times." Uncle Ben's voice replied.

"I worry about him." his Aunt May said.

'_Oh man...I don't need this right now.'_ Peter thought as he approached the kitchen room. As soon as he saw his relatives standing face to face by the sink, he cleared his throat.

"Oh Peter, what are you doing up so early?" Aunt May said rather feebly.

At this point, Peter was feeling anger, frustration and annoyance all rolled up into one. He felt he had exceeded his boiling point. "Couldn't sleep. Had a lot on my mind." he muttered.

"What's wrong with you, buddo?" Uncle Ben frowned. "You feeling alright?"

"No I'm not alright!" he yelled. "I didn't realize that both of you have the need to know about my current state everyday!"

"Hey! Calm down! Did it ever occur to you that maybe we're talking about you because we care about you?" Uncle Ben bit out.

Peter scoffed. "Oh! You care about me? That's funny. If you really did care, you'd tell me what happened to my parents! Don't sweep the subject under the rug! What's the big secret already?" he shouted once again. At this point the stress from everything: school, his new powers and his parents' disappearance was all too much to handle. '_I can't stay silent anymore...'  
_

Aunt May started now. "Peter, it's not that we don't want to tell you. It's just that the subject is very...unorthodox for us and we were sworn not to tell you."

Uncle Ben now looked at his wife with pleading eyes trying to tell her that she's saying too much.

Peter gave up. He then spoke softly. "I see. You know, everyday when I wake up, I feel completely uncertain. I don't know who I am. My parents left for a reason I have yet to know. I'm almost 18..." Peter let out a tear. "You guys have no idea what I have to endure every single day...not knowing who I am. Because of them."

Aunt May felt the urge to cry now.

"Maybe I don't deserve it. If that's the case, I'll accept it. You guys should have at least told me that I don't deserve to know my parents." Peter immediately grabbed his jacket and his book bag from the staircase. He refused to talk anymore. Despite his relatives' insistence that he stay and hear them out, especially with his Uncle Ben saying "We're sorry" Peter no longer cared what any of them had to say.

Peter simply slammed the door and wanted to know nothing else.

* * *

The scientist scrambled to take everything in as fast as he could. Anything important had to go. Anything else was immaterial. He had packed two bags full of sensitive material that was extremely crucial. "I'm not coming back here." the scientist said as he looked around his house. Immediately he ran to his garage and as the doors rose, the scientist got in his car and drove off.

"First Alan, then Bob, the Dietrich and Martin. This can't be a coincidence. I could be next!" he cried as he frantically drove around the city.

Just then a soft explosion occurred several feet away, the scientist looked in his rear view mirror and saw to his horror, his house had been burned to the ground.

"It's happening! It's happening!" he then drove the car faster. "Oh my God!"

He turned around a corner where he almost collided with another car. "He won't find me there. He can't." the worried scientist said over and over.

The only place he felt he could be safe was at OsCorp. As the man got to the parking station, the man wasted no time in getting out of the car and into the building. CEOs and the other scientists were not available to work at the moment. Therefore, he could not inform anyone what had just happened. The man ran towards the lobby and prepared to take the elevator.

The security guard, a short, gray haired man with glasses met him and looked worried by the scientist's distress. He couldn't believe who it was. The man running was sweating and looked so disheveled. "Dr. Connors?"

The man turned around to face the guard. "Stan! You're here!"

"This is the time I always start. But Curt, what is it? What's wrong?"

'I need your help! Someone's out to get me!"

"Who is?"

"I don't know! But it's the same person who killed all the other CEOs."

"Are you serious?" a disbelieving Stan asked.

"My house was just blown up!"

Stan thought Curt was a bit unhinged at the moment. '_From what I've heard, he's had some mental problems throughout_.' he thought.

"Alright I think you need to relax. I'll call the police. Inform them of what's happening. You...just pull yourself together, Curt." Stan shrugged.

"Thank you." Curt gasped.

"Yeah..." Stan frowned and went back to his area.

Curt looked exasperated and headed toward the elevator. As he heard the ring, the doors swung open. He got in with no hesitation. "Is that maniac trying to kill me or trying to take my ideas?" he asked himself as the elevator began to move.

Carrying two bags, Curt tried to make himself relax by saying it over and over. "You'll be fine. My life is in these boxes. It's going to help me in the long run."

* * *

A depressed Peter continued to walk down to the bus stop. He felt worse and worse with each passing second. He had thought that speaking his mind would have a positive effect. But throwing his weight around actually made him feel the opposite. '_Why did I have to lose it?_' he thought. Shouting to his Aunt and Uncle was something he regretted now.

Tears were welling up in his eyes. It wasn't long before he realized that he was at the bus stop and he was all alone. No other person was in plain sight let alone a vehicle passing by. There was nothing.

"What a surprise." he muttered and sighed while at the same time closing his eyes in an attempt to calm himself down. "I deserve being alone." Peter whispered.

Peter looked up at the graying sky where a sliver of sunlight poked through. He then spoke to the heavens. "I understand and I don't blame you. I blame myself for being this way. Despite all these new abilities, I'm still the same old me." he then shrugged and rolled his eyes when he realized he was sounding pathetic.

He proceeded to sit on the bench and let himself wallow with his own thoughts.

A car horn sounded snapping Peter back to reality. He focused his gaze on the stylish black car in front of him.

"Hey! Lost puppy! Remember me?" the enthusiastic driver said. She had blonde hair which despite the black band keeping each strand in place, her hair seem to radiate like pure gold.

"Gwen?" Peter frowned.

"What are you doing out here?" she asked surprised.

"The bus." Peter pointed to the road in which Gwen had came from. "Nice car by the way."

"Thanks but it's not mine. I'm borrowing it from a friend. I'm supposed to give it back today. Why don't you hop in?"

Peter paused for several seconds before he decided to get in.

"Thanks." he said as the car moved along. "It's very nice of you."

"It's the least I can do. Besides I expect you to do the same tomorrow." Gwen pointed out.

"Oh right." Peter agreed reluctantly. He did not own a car nor did he know where to take Gwen tomorrow. _'What restaurant and theater should I take her to_?' To be honest, Peter didn't feel up to it anymore.

"So what's up with you? Why are you looking so down?"

"I uh...had a fight with my relatives today."

Gwen looked shocked. "In the early morning? Wow...what happened?"

"Just a lot of stuff that's been building up within me. I had to let it out. I kind of feel bad about it though." Peter said sadly.

"I know what you mean. I get that way sometimes with my dad a lot. Sometimes he's a real hard-ass. I can't stand him sometimes."

Peter nodded. "Well, anyway I'll have to apologize."

"What for?" Gwen asked. "I mean...what were you fighting with your relatives about?"

"The truth about my parents." said Peter with great hesitation. "They uh...left me at an early age. My aunt and uncle have yet to explain why."

Gwen looked at Peter stunned. "Holy crap. seriously?"

Peter nodded."They know. I know they know. They never wanted to tell me no matter how many times I cornered them about it."

"Well why would you want to apologize? I think you have every reason to be mad, Pete."

"Really?"

"Yeah! If my relatives never told me about 'my' parents, I'd never want to talk to them ever again."

"They've been there for me. They've supported me. It's kind of selfish now that I think about it." Peter said as he looked out the window. Everything was speeding by.

Gwen looked a bit bothered by what Peter was feeling at the current moment. She actually felt concerned for him. Real genuine concern for Peter Parker was something new and something she could not afford to do. '_So he's sad, don't feel bad for him, Gwen. Don't feel bad for him_. _Just play the part_.' She told herself mentally. _'Instead just change the subject_.' They finally came up to the student parking lot. Several cars were already stationed there.

"So then about tomorrow night..." Gwen said slowly and Peter intercepted.

"Yeah, until everything's alright, I don't know if we should go out." Peter shook his head.

"I see." '_Why is this bothering me? I was just supposed to go out with him because Flash told me to. I've never liked Parker either. But lately he's starting to look a bit more...appealing. Maybe it's just my eyes playing tricks on me. He's not supposed to be hot. I can't like him but I don't know...do I?_'

"You're lucky and you don't even know it Gwen." Peter said out of nowhere.

"Really? How so?" she tried to sound casual as she parked the car and finally looked at him properly.

With a soft tone, Peter answered. "You know who you are. I don't. I look at you Gwen and I see...a girl so gorgeous and so smart, those are basically true foundations of ideal beauty. You need to go out with a guy just like you, someone who knows who he is. That guy isn't me."

For the first time, Gwen did not know what to say or what to think. What Peter said felt her adrenaline rush. '_I think I'm blushing! Holy crap!'_ She could only nod and look away from Peter shyly.

"Thanks for listening."

Peter got out of the car leaving Gwen in, looking confused as she watched Peter walk away. She looked as if she were trying to make up her mind about something. _'I-I-I don't know what to do now. He's kind and gentle. I can't back out on him_!' she thought and got out of the car and called out his name.

He stopped and looked back. Gwen stood a few inches away from him, practically only millimeters away. "I uh..."

"Yes?" Peter waited.

"Thank you." she finally said and went away looking completely upset.

* * *

Dressed in a long dark-green coat, the man stormed his way in the junkyard with a renewed sense of purpose on his shoulders. He looked around surveying the large piles of metal and burnt out computer software.

'_Who knew the worst places to be in can actually have the greatest treasures_?' Otto Octavius thought.

Otto often used old parts that no one else used to further enhance his own projects. Coming to the junkyard undetected was something that was considered to be second nature to him. He would quickly find what he is looking for.

"Aha! Eureka!" Otto said with joy.

In his hands, was a large thick, metallic harness. He checked it to make sure it was hard enough. Pressing it, he found it sturdy. "No problem here, nothing a few adjustments won't cure."

He then put it around his lower chest and found it fit around him perfectly. Satisfied, Otto put the object in a large bag he had on his shoulder.

"Now to show the world that I'm not a fake! I'm not a hack! I am brilliant!" he declared.

An enthusiastic Otto had returned home as quick as he could. In a small apartment, he had made up space for a small, crude laboratory. On the table, sat four large arms sitting vertically.

Otto put the bag on another table beside the main one and looked at his new findings with glee. '_My greatest invention will soon help the world recover lost minerals that will be proven crucial to helping and further enhancing mankind_!' he thought.

He was about to use a power saw to cut open the harness when the phone rang. "What now?" he said annoyed. '_It better not be my landlord_.' he thought.

"What?" he replied gruffly as his usual greeting.

"Otto, it's me." the voice on the other line panted.

"Curtis?" he frowned. "May I ask why you feel the need to interrupt me and my precious work just now?"

"Otto...I'm in trouble. That maniac that killed those CEOs...he's out to get me!" Curt whispered.

He could not stop rolling his eyes by what he had just heard. Curt Connors was Otto's closest friend but at times, Otto felt he was getting very caught up with superstitious matters, this one felt like no exception."Curtis, if this is another one of your usual, mundane conspiracies theories, I apologize to say that I am not amused." a bored Otto stated.

"This is serious, Otto! My house was just blown up!"

"I would suggest that your power source that provides your home with a sustainable atmosphere and adequate stability must have been pretty faulty then, Curtis. You have no discernible evidence that suggests that the unknown attacker was the apparent culprit."

"Please you have to believe me! I'm not making this up Otto. I saw him fly away from my house!"

"Assuming I believe your claims this one time, what is the real reason for your calling me?" Otto said going along.

"I need your help in completing a formula, Otto." Curt said at the other end.

* * *

Norman slammed the door to his house in frustration. As the Green Goblin, he had felt he could do things with ease and finesse. He had not found Curt Connors among the rubble of what once was his house. "Where the hell did he go?" he rubbed his chin.

"Hey dad..." Harry appeared with his book bag on.

"What are you still doing here? Why aren't you at school just now?" barked Norman at his son.

"It's Friday, dad. I always start at 11:00. We all have different periods."

"Oh right...well go on then." Norman muttered.

"Dad? Are you feeling alright?"

"Of course I am! Why is it in your nature to be this curious?"

"Right..." Harry said giving up and went out the door.

"Wait up!"

Harry turned around. "What is it dad?" he said eagerly.

"You say you have a friend named Peter Parker, right?"

"Yeah he's a good guy."

"Well, the fact that you have a friend surprises me is all. I much rather like to see him. Get to know him. Why don't you ask him to come over for dinner one of these days?"

"Uh...sure. I'll ask him."

"Alright then. Get out of here." Norman said carelessly and turned his back to his son..

At this point, he only heard the door shut. "Instead of Curt Connors, I have a better person to concentrate on. The son of Richard Parker..." he said.

* * *

Physical Education had begun. A still miserable Peter made his way to the gym with no one paying him attention. '_I got to get some of this stress off_.' He thought and soon had an idea as he spotted one of the bench machines ahead by the wall. Finally smiling today, he went over to one of them. The bar stationed was at a low weight and pretty soon Peter had more weight to it, much more than what a bodybuilder could do.

Lying down on the flat bench, Peter looked up at the bar and began to grip it with his hands. He could already hear several people stopping their own exercising and wanted to see the spectacle.

"Hey man don't hurt yourself now!" a boy joked.

"Yo, Parker! You trying out to be on _American Gladiators?" _An unknown boy asked. His question got a lot laughs.

Determined now more than ever, Peter lifted the bar with all his might. Closing his eyes, Peter felt it lift which had a lot of gasps from the students. _'If I'm quick and durable, then I should be able to do this._' he thought.

"I'm serious man! That's almost a ton he's lifting!" a boy shouted.

'_Is it? It doesn't feel like much_.' Peter thought and prepared to do another repetition. The bar went down to his chest and up, he repeated the process several more times.

'_With these powers, I can do anything!'_ Peter thought with glee.

As he stopped doing ten of what appeared to be 600 lbs, Peter saw the amazed looks of his classmates. He spotted Mary Jane, who to his satisfaction looked amazed by what he did. Peter got up and walked away from the crowd of stunned spectators with a smug expression.

At school during P.E., Mary Jane could not help but still be astonished at Peter's unique feat of strength. '_Oh my_!' she had wanted to say. She was about to head into the shower when she began to hear a startling conversation and from one of the voices, Mary Jane knew it was Gwen. With her headphones still on and turning off her IPod, she made her way to the locker area. Walking slowly to the back of one of the lockers from the corner so as not to seem as if she were snooping, Mary Jane heard the commotion.

"I'm taking a pass." Gwen had said.

"What are you talking about?" Gwen's friend Liz Allan spoke up.

"I don't know. I just don't feel like I should do this to the guy. He's got enough problems as it is."

"The plan is already set up! You can't back out now." Liz cried out.

"I just can't do it. It's as simple as that. I'm telling Flash he should not make Peter's life miserable at the upcoming dance."

_'What is going on here?' _Mary Jane thought. '_What are they trying to do to Peter?_' she continued to listen as best she could.

"Then getting everything prepared was a total waste! Why are you backing out on this? Do you 'like him, like him' now?"

Several girls gave gasps and some gave off sounds of disgust.

"He's a good guy is all! And we do need to back off with the whole prank! It's so evil!"

"You were the one who hated Parker to begin with, so liking him now isn't going to change anything about him. He's a geek." Liz stated.

Mary Jane had had enough. She came out of the corner and walked toward the group that included Gwen. Her eyes serious as they were concentrated on Gwen's own eyes. She gave off a look of contempt as well. At the same time, Mary Jane could not let the group or Gwen know she had heard their conversation so she took off her earpieces and feigned innocence.

"What?" she frowned.

"We're talking about none of your damn business followed by get the hell out of our way! You want in?" Gwen said and marched out of the locker room while maintaining her look on Mary Jane.

The others went away laughing and giggling at her. Mary Jane was left alone in the locker room. She proceeded her heated gaze at where Gwen had exited.

"You're not hurting Peter, Gwen. I forbid it!" she whispered. _'I have to tell Peter about Gwen!_'

* * *

Peter felt he had a good day and as he got off the bus and appeared in his usual neighborhood. He let his swagger show by skipping. '_I'm like super-powerful now_.' He smiled. As he proceeded to skip on the sidewalk, an annoying sight appeared. Up ahead, two guys were beating up another guy.

One of them wanted the boy's wallet. "Give me the money!"

Peter walked over to them calmly and said to the two men beating up the boy. "Why don't you let him go? That way you'll have time to get jobs instead of all this time you're wasting."

The two men let the boy go and advanced on Peter now. "You really want this to happen?" one of them had a knife.

"More than anything!" Peter stated.

The man swung his knife and immediately Peter bend his lower body to avoid the stab. He grabbed the man's wrist that held the knife and proceeded to give him a roundhouse kick to his chin knocking him out cold. The other man prepared to fist fight him, after a couple of maneuvers and punches, Peter swung out his leg and tripped the second man. The man's head hit the pavement hard, giving him a concussion and rendering him unconscious.

_'Man…I'm full of surprises!_' he wanted to say.

"Thanks!" replied the other guy on the floor and ran off in a hurry.

As he ran home, Peter opened the door to his house to tell his relatives what happened to him. All he could see is his uncle in the living room, looking morose and tearful.

"Uncle Ben? What is it?" Peter said as he put his book bag down.

"Your Aunt May…" he managed to say.

"What happened?" Peter gasped.

"She's in the hospital. She's had a stroke. I don't know if she'll…" Uncle Ben put a hand to his eyes to stop the continuing tears.

Peter's heart began to race and panic spread throughout his system. He knew that his aunt's stroke was brought on by his temper expressed in the morning. Peter felt responsible now.

"Oh God!" he muttered.

With all his powers there was nothing Peter could do at the moment, all Peter could do, was sit beside his uncle and placed a hand on his shoulder.

'_I'm sorry Aunt May_.' Peter struggled to say.


	9. The Modification

**The Modification**

Norman knew it was going to be difficult for him to accept it. But until the police stop searching the city for the culprit behind the attacks that took place in two days, Norman had to remain inactive. '_Those vultures…nothing better to do than to just snoop in unnecessarily._' The other voice in Norman's mind stated.

At the same time however, he did what he had to do. Without the board, Norman had all the power now. Instead he should use the time to make his corporation much more efficient in terms of making more profit and technology.

'_Maybe I should take the time to update the glider and my weapons as well._' Norman thought.

Norman made his way to his office and without his management, he felt the office in a whole new way. It seemed bigger to him now.

'_There's no more interference. No more constant demands. Everything is under my control_. _As it should be_.' He grinned.

Norman went to his desk and prepared to do the one task that had been on his mind once he came back home. "Peter Parker's life is going to be in my hands pretty soon. Because it is, I have to survey his life one second at a time."

He pressed a button on his phone system stationed on his desk. "_Yes, Mr. Osborn?" _his secretary spoke up.

"Get me Wilson Fisk on the line." a casual Norman said.

* * *

Peter sat alongside with his uncle down in the hospital lobby in utter silence. Devastated, Peter felt anxious as to what his Aunt May's current state was. If he should know that her condition had taken a turn for the worse, Peter would not know how to handle such a loss. So he tried thinking of something else. _'I caused this. This is not going to be something I can just forget just like that. I deserve to be feeling like this_.' he thought to himself. It turns out he couldn't concentrate on anything else. Not with this kind of situation looming over him.

It had been an hour since Peter and his uncle left the house. According to him, Uncle Ben had been waiting for him. Peter did not want to touch upon the fact that he became distracted after school. He could understand how angry and disappointed his uncle was.

Peter couldn't stand the uncomfortable silence any more. So he spoke to his morose uncle sitting beside him.

"I was angry..." Peter began yet his uncle barely moved or showed any type of response. "I was desperate. I was caught up in my own matters, whatever you want to call it." he sighed and blinked back the tears that were beginning to build up. He continued.

"I never wanted anything like this to happen. That was certainly not my intention. That doesn't change the fact that I was responsible."

"What?" Uncle Ben blinked and looked at Peter for what seemed to be the first time since the ordeal. "How could 'you' cause this? This wasn't your fault, Peter. OK? It wasn't your fault." Uncle Ben adamantly said.

"If I hadn't gotten angry-" Peter began to say.

"Listen to me! You're not listening, Peter. You were not responsible for this!" Uncle Ben almost yelled. "This was my fault! All of it!" he managed to say.

Peter was speechless and wanted to understand what his uncle was trying to say to him.

"I never told you about your parents and I knew sooner or later you'd..." Uncle Ben stopped and changed what he was going to say. "Any upcoming man has some power in him that's waiting to come out at the right moment. Now...with the exception of what happened this morning I don't blame you Peter, for wanting to know about your parents. I know you'd give anything to know what happened to them. What I can go on however, is what I've been hearing at school."

"What do you mean?"

"You know exactly what I mean. Your principal called and stated you've been getting into several confrontations at school. When I heard that, I was like 'Are you talking _the_ Peter Parker, my nephew? The one I raised as if he were my own son? I just couldn't believe it."

"I guess I was just tired of me being the punching bag, Uncle Ben. I wanted to stand up for myself, which believe me I can."

"And I believe you and that's the problem. The fact that you could just get into a fight without knowing of the consequences that could ensue."

"You can't expect me to get a little carried away. I have the right to it. I hardly ever have things my way and at my age, you can't expect me not to have fun." Peter said and stopped when he realized he might be saying too much.

Uncle Ben frowned. "You have power now, Peter, I don't know what it is either but just because you do have power, doesn't mean there is no responsibility."

Peter nodded. "Right."

"But sometimes for some people, power isn't deserved."

* * *

"Desperate, Norman. That is the word that most describes you at the moment. Desperation." Seated at a luxurious desk, the bald man, quite large with a deep voice was heavily amused by what his old friend Norman Osborn was saying on the phone.

"You would have my men wanting to work for you just so you can spy on a zit-faced little kid?" he said as he pressed a Cuban cigar to his lips. "The fact that you think I run a baby-sitting business is a tad insulting, Norman." He bit out.

"Wilson…I'm offering you a substantial amount of money for your services." A restless Norman stated.

"Call me paranoid, Norman but I would think you would have 'my' men do this little job for you instead of yourself because you don't like any police interference. Despite the fact that I can manipulate a few police precincts like puppets, Norman, do you really think I would still want any police on my ass, if my men get caught and risk getting flipped?"

"Your men wouldn't get caught, Fisk. I assure you-"

"Osborn…Osborn…Osborn." A disappointed Fisk said softly as he placed a meaty hand and pinched the bridge of his nose. "You're slipping my friend. There was a time when you had the balls to do something for yourself. And because you're at a certain state right now…I'm not sure we should continue doing business…if you know what I mean." Fisk placed the cigar on the ashtray. "Uncertainty and desperation, as I stated before hold no value to me."

"Now you wait just a second, Wilson. I've done a lot on my end for you. Don't you dare suggest that I have grown weak! You have no idea what I am or what I have become."

"Really?" a stunned Fisk replied and amusement twinkled in his eyes. "Your memory is a little faulty, Norman but wasn't it 'I' that helped you give your end in helping you build that impressive corporation of yours? Did it ever occur to you Norman, that the reason for my refusal is because if the police catch one of my men and get him to reveal me as an employer, then that would mean I would have to resort to me telling the police who exactly…motivated me to do it?"

There was no response from the phone only heavy breathing which only made Fisk smile.

"Trust me, Norman. I'm saving me and possibly even you. You have no real need to spy on a puny little boy…especially if he is the son of Richard Parker. Now as far as 'us' goes, I'm willing to give you one more chance to prove your worth. In the future, if I ever have a problem growing into a situation, I'll call you and you will listen. That way we remain partners."

"You dare…." Norman's voice rasped. "tell me what TO DO!? You have no idea who you're dealing with Wilson…"

A bored Wilson continued to listen to Norman's yelling while shaking his head in annoyance. As he listened, the door to his office opened and in came an associate of his. Wilson motioned for him to sit down and wait.

"I have power the likes you have never witnessed!" Norman finished.

"Is that it?"

"That's it and you better remember it."

"Good…I was getting ready to fall asleep. Goodbye, Norman."

"You-!"

Wilson finally hanged up relieved and now looked at the man seated in front of him. "Must cut out the old and make way for ones that want opportunities. Do you agree, Mr. Schultz?"

Herman raised an eyebrow and nodded. "I feel you, Mr. Fisk."

"Do you have something for me?"

Herman grabbed a bag beside his seat and placed it on Wilson's desk.

Wilson opened it and inspected the contents. It was all cash. "Nice to see an employee that takes his job seriously."

"I'm all about action, Mr. Fisk." a casual Herman said.

After giving Herman his share, Wilson then asked him a question. "How would you like to make even more money?"

"Oh, without a doubt!" an enthused Herman stated.

"I see you're very eager. So eager in fact that you want to construct a suit to make sure your 'actions' run more smoothly?"

"Like I said." Herman nodded.

Wilson gave a Herman a look of admiration. "Do it. But be careful. I don't want anything faulty happening. Once your suit is completed, you demonstrate it to me."

"I'll let you know when it does, Mr. Fisk." Herman nodded.

"Off you go then."

Herman nodded and went out the door, closing it gently.

* * *

_Gwen walked in a hallway heading to her class in a casual manner. It was a day that was no different as she passed by classmates, posters on the walls and after school activities posted on doors. 'I'm looking for something new. Something fun. Can't this day be updated to a better one?' she thought._

_Up ahead, she knew exactly how her day was going to get good. She walked up to a boy who was busy putting his things into his small locker. He was having trouble as he kept pushing his book bag in with no success._

_"Problems?" she spoke as she got to him._

_The boy turned around and it was revealed to be Peter Parker. He pushed his glasses further to his nose and squinted as if to see if it was really her._

_"N-No. Not really." He stammered._

_"Well let's see if we can make those problems happen…" she said slyly._

_She placed a hand in Peter's luggage._

_"Oh thank you." He said._

_Surprisingly Gwen carelessly took out all of Peter's belongings and brought them to the floor._

_The students who had been walking and carrying on their business stopped and mocked at poor Peter._

_"Why'd you do that?" an outraged Peter said._

_"You're a geek. There's always someone like you around the corner. Those who cling onto hope that they're going to one day be the best, get the girl, and kick the bully's ass. That's a pipe dream." Gwen stated smugly._

_Peter turned red. "There has to be a reason why you would be so cruel."_

_"That's because it's a mask, a facade..." Gwen said as she came closer to Peter and placed a hand on his cheek. He recoiled and looked away from her. "to hide my real side."_

_"I don't understand." a nervous Peter said as Gwen placed her other hand to Peter's other cheek._

_"You're in my head. I can't get you out." she said as her lips were about to meet his._

_"Stop this!" Peter cried but he was shoved to the wall where Gwen kissed him, ravaged him in a way that no other girl would ever do. She wanted him and eventually Peter would want her as well as he kissed her back. They continued to make out on the school floor.  
_

_They both gave a loud moan._

That was when Gwen woke up. She gave out a loud gasp. '_It was a dream, just a dream_.' she thought. Sitting upright, she tried to go over what she had just dreamed about. It was about Peter and she had been making out with him.

"Oh shit!" she whispered in shock as she put a hand to her mouth."I think I 'do' like him!"

"No way! This can't be happening!" Gwen gasped in realization.

* * *

Peter was still in the hospital waiting area talking to his uncle. "Uncle Ben, I get that you're always looking out for me, I appreciate that and everything but it's unacceptable to me that you're being dishonest about my dad."

Uncle Ben then said "What I can say is this, Peter. When he dropped you off, he looked so scared and worried. Your mother too. He begged for us not just to look after you but told us to keep a secret, a secret so vital that at the time that me and your aunt heard it, we were in utter disbelief. What I can say is this, your father was into some pretty strange stuff, Peter."

"Did it ever occur to you that I'm strong enough to handle anything now? I mean what do you think we've been talking about for the past five minutes?" Peter said restless.

"You have great power, Peter but everyone has to have a limit. Responsibility is the backbone."

"Forget it., This is hopeless. I thought we were getting on the right foot. But so far, you haven't told me anything useful!" he said as he stood up. "I'm leaving. Call me when there's any change in Aunt May's condition." Peter muttered as he took off.

A solemn Uncle Ben didn't bother to call out for Peter but instead watched him leave through the doors, almost in a mundane finality. For the next couple of minutes, all Ben could do was wait for any change. He waited desperately for the nurse to arrive with the news. _"God, please don't take her away_.'

He also couldn't help but think about Peter as well.

'_I can't keep your secret much longer, Rich_.' Ben said in his mind while looking at the ceiling. '_He's old now and he has to know. Can't you see what this is doing to him?' _Ben looked away from the ceiling and placed his hands in hands once again.

"Excuse me?"

Ben looked up and saw a young redhead looking down at him. "Are you by any chance, Peter's uncle?"

"Uh, yes. Yes I am," he said and straightened himself up, Ben wiped the tears from his face. "I uh...I've seen you before. You're Dennis' daughter. You live right next to us."

The young woman nodded and introduced herself. "Mary Jane. I...heard what happened about your wife, I'm truly sorry, Mr. Parker. Is she going to be OK?"

"I don't know." he said sadly. "Doctors say she's not out of the woods yet. That stroke was pretty serious."

"She'll be OK I know it, Mr. Parker. Is Peter around here?"

"Actually, you just missed hm. He left."

"He did?" Mary Jane said surprised.

"Did you want to see him for something?"

"Just wanted to let him know that I'll be there for him. Whatever he's going through, I'll help him."

"Believe me, he's going to need all the help he can get." A serious Ben said.

* * *

Peter was in his usual alleyway harnessing his new powers. Despite it being 4:00 A.M., he didn't let the time of day bother him and he had no reason to fear from any lowlifes that may be walking around the area. At the moment, Peter was frustrated. He stretched out each of his arms. Each hand was opening and closing. Opening and closing. Peter repeated the process. Nothing happened.

'_Come on! It worked before!_'

Whatever variations he came up with, Nothing came out of Peter's hands.

"OK, think, Peter. What made it happen the last time?" he asked himself.

'_I saw that spider by the window. Thinking about spiders, it makes sense, so it should work!_' he smiled.

Determined, Peter then let out a hand and expecting to see a strong white strand come out of his wrist.

Again, nothing came out.

"Aargh!" he groaned in frustration.

It was then that Peter had an idea. '_Maybe it's not about thinking...it's about concentrating it. Then I could use the webbing whenever I want._' he realized. However, he knew there was a chance things could go horribly wrong. '_I could wind up in the hospital by doing this_.' he thought.

Back home, Peter was in the business constructing, to the best of his knowledge, the very device he could use to fire the webbing. Peter had read enough books and knew enough to build what he wanted. Working on the table, Peter took a small phallic shaped object and tore a hole into it creating a small chamber. '_That's where all powerful silly-string will come out of_...' he thought with a smug smile.

A charge was set upon it. It would state when the material was up and running. Then...there was a needle. 'Oh boy...this is going to be where the man is separated from the boy.' he said taking a breath in and took the syringe.

Luckily, it didn't hurt that bad. Not to a full extent.

After a full hour in which Peter was eventually seated on the floor, a sweaty Peter looked at his hand where the makeshift web-shooter was inserted to his wrist.

"Ha, ha! to quote Samuel L. Jackson...I'm the man!" he grinned.

'_Now for the test to begin_...'


	10. The Catalyst

**The Catalyst**

It was already close to 7:00 a.m. But it didn't make Peter any tired.

Peter felt pleased with himself at the moment. No blood was spilled. No pain was administered. He had taken a syringe and placed the point on his wrist. With lightning fast speed, Peter only made an imprint and was very fortunate not to have stabbed himself. He had placed the make-shift web-shooter on top of his wrist. He had also taken a strip of velcro to tie around.

'_The thing is...I don't know how I got the knowledge of using the webbing this way_.' Peter had thought long and hard about that which made him get more perplexed as he continued working on it.

On the bottom of the shooter was a small chip similar to that of a homing device Peter made. It would signal when the webbing in his system was focused. The webbing would then be stored in a miniscule, pressurized container loaded to the entire device. On top of the shooter a small light had been made indicating that the 'webbing' was ready for use, Peter was relieved to see that it was glowing red, meaning it was working.

'_Or so I think_...' he thought.

Moments ago, he had left the hospital after a falling-out with his uncle. Just when he was making things right, his uncle had to go on with an incessant lecture. '_Eventually he needs to realize that I'm capable, that I'm stronger, that I'm better than he is!_' Peter felt sure of himself.

Now, Peter was on top of an apartment complex, thanks to his wall-crawling abilities, Peter had made it up to the building with so much ease, the ability felt like second nature to him. Slowly, Peter walked over to the edge of the building, he looked across all the other buildings ahead. To his left, the sun had risen. It made Peter feel that much more secure in himself. He made his to the corner of the building and looked down where all the cars and people moved by as if they were ants.

_'I really hope I don't wind up in the hospital for this._.' The idea of falling down several stories was staggering and not to mention overwhelming. Peter concentrated on what he wanted to do instead of what he was feeling.

'_Please work. Please work_.' he repeated. Raising his right hand and pointing it at the building closest to him, Peter activated the web shooter with both his index finger and ring finger pressing his palm where a button serving as an electrode attached to the shooter, was placed.

Incredibly, a cable-like material was let out. It had attached to the other building instantly. The material had bonded with the corner of the building. Peter had the urge to jump with joy but as he held on, Peter tried to get his wits together as he prepared to jump.

"Screw it! Just jump!" he told himself.

His feet left the edge of the building entirely and Peter began to swing towards the center of the building. With his speed, he began to head right towards the windows

"Watch out!" he cried.

Using his left hand, Peter activated the second web-shooter and the white strand was sent out miraculously. He was led in the direction of the street. "Whoo!" he cried out in joy. He then let out another webline and swung. He repeated the process until he was used to it.

"Let's get creative!"

As he let go from his line, Peter had used amazing agility and reflexes to flip himself over like an acrobat and at the same time was able to launch another string of web connecting to the building with perfect accuracy.

"Yeah!" he cried.

Landing at the same building he was perched on moments ago, an exhilarated Peter breathe in and out. "Holy crap!" he gave out a weak chuckle.

"Well, this was a good start so far." he raised his eyebrows.

As he prepared to leave the roof, Peter stopped when something caught his eye.

Peter had found a recent newspaper page on the concrete floor. Picking it up, he saw that it was an ad for an MMA tournament event. Up and coming fighters expected to win $1,500 if they could last five minutes with a big time Mixed Martial Arts fighter named 'Mr. Payne.' According to the flyer, the event was today at 8:00 p.m. Anyone willing to fight only needed to show up with the flyer in hand.

"Now this looks to be right up my alley!" he said felicitously.

The money was just what he needed to start a new life. Peter began to get ready.

'I need to make a suit!' he realized.

* * *

In the late afternoon, a frustrated Harry closed his textbook in disgust. He still couldn't understand the subject. Something was still on his mind. Something he should have told Peter when the class was put in the cafeteria. '_Gwen Stacy_.' Harry could recall that one day he met her at the Inferno. They had both been discussing Peter.

_"I guess Peter needs all the help he can get. But I think the main problem with Peter is a confidence problem. I planned on having him come with me here so that he can get out more. Experience life. I mean we all live to be a hundred if we're lucky but it seems Peter's trying to speed up the process."_

_"In my opinion..." Gwen began to say and her tone suggested she was in complete agreement. "I think what Peter needs is to wake up."_

_"Naivety and insecurity are keeping him asleep and awaaay from reality." Harry nodded._

_"Which is why he needs a lesson. He needs to grow up, Harry. Wouldn't you agree?"_

_"Most definitely. But why-"_

_Gwen answered completely cutting Harry off. "Because I need your help Harry. There's this thing me and Flash are planning. It would do good for you to participate."_

_"What are you talking about?" Harry asked._

_"The upcoming dance has a special event."  
_

_"I'm aware of that." Harry had interrupted. His slow tone indicated that something was off about Gwen.  
_

_"What I mean-"_

_Harry cut her off again and tried to make Gwen see that he had understood. "No I mean I get it. Every school year, an unlucky guy gets chosen to be made a fool of."_

_"And Peter's the one picked."_

_"What!" Turning to look at Gwen, Harry was outraged. "Are you kidding me? You and Flash are the ones who made all this happen, huh? Pete's the lamb for the slaughter? You think that's right?"_

_Gwen turned serious."Peter must not know, Harry. You help in keeping your mouth shut, I'll assure you that your duration at school will be a good one. You'll be treated like royalty for a change. You'll get all the perks. It's what you want, isn't it?"  
_

_Harry was hesitant. "Can't you pick someone else?" he had pleaded._

_"Sorry, but as stated, Peter's geek material no matter how well he hides it. But if you're so against it, I could tell Flash that you look more suitable for the prank than Peter is. You like Peter so much, you'd rather take his place then?"_

_Harry didn't answer and looked deeply bothered._

_"Of course you don't. You help with this and you'll get the opportunities you've been wanting for so long." Gwen said affectionately.  
_

Harry had agreed to what Gwen said and now he seemed to regret it. He sighed and closed his eyes. He felt so bad now. '_Pete's my best friend. But if I don't do this, Gwen and the others will make my high school years so miserable, I'll go crazy.' _The chance of being with Gwen was there and Harry had taken it.

At the time, he was desperate and wasn't thinking straight. Gwen Stacy had talked to him which in of itself was a miracle. But he felt like he was going to betray his best friend.

His cell phone rang, startling him. "Aah!" he cried. Harry rolled his eyes and tried to pull himself together. He picked up his phone and answered it.

"Hello?"

"Hey Harry it's Gwen."

"Oh...uh...what's up?" he managed to say.

"Listen, I wanted to talk to you about something. Me and a couple of friends are seeing this Mixed Martial Arts competition tonight downtown near Manhattan. You wanna hang out and talk about a matter that's on my mind."

Harry frowned. "Uh sure. I guess. But what do you want to talk about?"

"Peter."

* * *

Apparently there were some things that didn't change. Norman, still seething in fury with his phone conversation with Wilson Fisk felt completely off. He figured there was still someone out there that could be a threat to him. He wished Wilson wouldn't put up such extremes as how he was portrayed on the phone a few hours ago.

In his office, Norman was thinking over how to overcome his Fisk obstacle. '_He's forcing me to do something very difficult_.' he thought quickly. The idea of killing Wilson was appealing. However, the voice in his head whispered to him.

_'He has a point though. You have to eliminate Parker first! We can deal with Fisk later...'_

Understanding, Norman smiled and with a deep whisper he spoke. "Right...There's no telling what that boy knows. Whatever he knows about his parents is beyond crucial that no ordinary person should know. Wilson was right...I have to do this myself. It's time to put on the suit. It's time to come back!" he cackled and Norman's eyes turned yellow once more.

* * *

"We all wear masks…but the good one is always the one you do not get to wear." A man with a Russian accent declared. At the second floor, the man wearing a blue suit jacket and blue pants that matched, had been both contemplating and looking out the window and peered at the amateur fighters practicing in the arena below. Some of them wore colorful clothing including luchador masks. The man Dmitri Smerdyakov could not help but roll his eyes.

It was over a year since Dmitri arrived to the United States, although under unpleasant circumstances.

'_Pretending I'm American official is embarrassing. But I'm here now. That is all that matters. But I wish you were here, Sergei. Вы сделали все это случилось_."

Thanks to his brother whom he was forever grateful, Dmitri was now put in charge of a Mixed Martial Arts organization. He had his associates put up flyers all over the city that detailed money promised for fighters trying out and that whoever won against a certain opponent would win $1,500 American dollars.

'_If they can last...'  
_

The door to his office opened unexpectedly but nevertheless Dmitri kept his gaze at the arena below. The tactless man spoke regardless.

"Hello Uh... Mr...Mr...Smerduh-smerduh..uhh...kov. There we go." he struggled. "Here for a job is all. You got any openings?" he cleared his throat.

Finally Dmitri spoke. "Americans can be arrogant sadly there is no way around such attribute." he turned to inspect the man by the doorway. "As far as arrogance, there's disrespect and no manners."

The man by the doorway looked confused.

"You came in without knocking, you did not address my surname correctly and you are wearing tasteless attire."

The man looked annoyed and rolled his eyes. "Look man, it's early in the morning, can't you just-"

"Silence." he held up a hand. "The fact that you come here looking like a fool is insulting and shameful. But I have different matters to attend. Therefore, I'm going to extend to you my last ounce of goodwill and allow you to leave here unharmed."

A bouncer came from behind the unfortunate man and grabbed him by his shoulders. He proceeded to drag him out. "Hey man! This ain't right!" he shouted as he was led through the hallway.

"Appearances are very important. It shows how you present yourself." Dmitri grinned.

He tore his gaze away from the window and looked at a display case hung on his wall. It was a white mask completely blank-looking and yet it was ominous, just as he liked it.

"Which is why I'm a master of disguise." he whispered.

* * *

Mary Jane came back home by opening her window and going in her room as quietly as she could. As far as she knew, her parents were still asleep. She might as well get some rest too considering all the hours she spent awake at the hospital comforting Peter's uncle.

'_I do hope May will be alright though_.' She thought with worried.

As she prepared to hop in bed, the yelling started. It was heard from down below. '_Another argument again.._.' Mary Jane grimaced. The yelling was inaudible but she could tell she was not going to have a good day.

_'Better yet, I might as well not be here_.'

Mary Jane prepared to get out through the window again when her door burst open. Turning around, she saw that it was her dad in a wife beater looking completely livid. Her fearful mother with a bruise on her face was behind him.

"Here we go again..." A dejected Mary Jane wanted to say.

* * *

The construction of a suit was very challenging to Peter. Even more so then making web shooters that stabilized and harnessed the web material. But now he had to dress as if he was someone who was capable of doing extraordinary things. '_People should believe I'm amazing with this suit_.' he thought.

From the morning to early afternoon, Peter was hard at work. After hours of making blueprints and sketches as to how his costume should look like, he was at a point of giving up. He shook his head. His designs looked rather ridiculous. "Screw it. I'll go in as a guy wearing red and blue."

Indeed he had no idea what to call his style. It was not his official suit, as Peter saw it but it was a start. In the end, he wore a red ski mask with glasses. A blue shirt underneath a red shirt while wearing red pants was a little too colorful and over the top.

Peter sighed as he looked at himself in the mirror. 'Not a lot of imagination there." '_But at least it makes me look inconspicuous_.' he shrugged.

He looked back at the book of sketches with a sentimental sense. "It's still a work in progress I guess." he muttered.

As he came down the stairs and prepared to exit the house, Peter stopped as he saw Aunt May's photo on the desk drawer by the door. Immediately, he felt guilt and embarrassment. Once again, worry washed over at the thought of his aunt never waking up from her coma. The devastation was impossible to endure.

Before he left, he put in a voice mail to his uncle when he didn't respond. "Hey Uncle Ben uh...it's me. I just wanted to know if you heard anything from Aunt May." he then hung up.

With no time to waste, Peter went to the match as fast as he could.

* * *

Dmitri looked on from his above the arena as the crowd of spectators began to fill almost every seat. It reminded him of ancient Colosseums.

"Just like the Romans, spectacle is a way of alleviating the stresses of everyday routine." Dmitri said and took a sip of wine. At the moment, he relished the feel of hundreds of people being entertained. It was as if he had found a purpose.

The event was about to start and already the feeling of exhilaration swept within Dmitri. The profits he would gain for these kinds of fights would be a good start for him.

Just as he was enjoying himself, several knocks on the door were heard. "Come." he said.

The door immediately opened and in came his trusted aide, Henry, a promising and hard-working American who was one of the few Dmitri trusted the most. "Boss. You need to come take a look at this!" he said out of breath.

Frowning, he looked at Henry uneasy. To see him so distressed was nothing something he looked forward to. "What do you mean?"

"I don't know. Some guy. He's asking for you." he said.

"I'll be right there." he frowned. "Give me a second. Wait by door."

As Henry left, Dmitri knew something was up. Violence was about to ensue. Whoever the guy is, he must have been formidable and intimidating especially if he did make Henry uneasy. The only thing for Dmitri to do, was go to his glass case and opened it.

He put it on the white mask immediately and went out the door. "I'll go alone." he said to Henry as he stood by the wall to his room. "You take care of money transactions." Dmitri then left.

* * *

Backstage, Peter was in line full of other fighters who dressed up weirdly enough for even him. '_With the way these guys are dressed, I feel better about how I look now.'_ He fought off the urge to scoff. Peter felt a little discouraged with the types of people he saw so far. It was as if they weren't taking the event seriously.

'_So should I_?' he thought.

Through the curtains, Peter could make out the crowd cheering and booing for whatever was going on. So far, Peter was impressed with the arena. He had heard it had been used in real life wrestling matches and sports events. It was quality that Peter appreciated.

As many amateurs met their demise at the hands of Mr. Payne, Peter felt a bit anxious. He saw one by one, each opponent being taken down and dismissed just as quickly...by stretcher.

He was just four fighters away from coming face to face with Mr. Payne himself. '_Let's hope my abilities are enough for this guy!'_ he thought.

As Peter was pumping himself up, he caught a glimpse of two familiar people in the stands ahead. Through the curtains, Peter with wide eyes saw Gwen and Harry along with some friends from school. '_Seriously! They're here?_' he wanted to say.

* * *

Ben continued to be in a daze as he sat in the hospital room waiting for any news on his wife. A nurse walked up to him from his left.

"Mr. Parker?"

Ben's head snapped to her and he stood up to face her properly. "Yes?"

"The news is all good Mr. Parker. It turns out she only had a stressed induced heart attack. She should wake in a couple of minutes."

"Oh thank God!" a relieved Ben cried.

"Yes. She's going to be fine."

"Can I see her?"

"Sure, follow me."

He was led to a hallway where the nurse opened the door to a room. As the nurse got in, Ben eagerly did as well. Aside from the beeping, Ben could tell May was sleeping normally by how she was breathing.

"We gave her some sedatives to help her be more relaxed. She should be comfortable." the nurse reassured him.

"Thank you, doctor. Although I do have to ask...is the worst over?"

"It's difficult to say. We don't when another attack would strike."

Ben's eyes fell to the ground. "I see."

The nurse nodded. "I'll leave you alone with her. She should wake."

Ben went over to May's side and sat down next to her. Taking her hand, he spoke. "I almost lost you and I don't know what would happen to me if I did lose you."

May showed only slow breathing as a response. She began to stir. Ben could see to his joy that May was squeezing his hand back.

* * *

Dmitri made his way to the parking lot where Henry said somebody was asking for him. He saw nothing but parked cars stationed. Immediately he discarded his mask and put it in his suit pocket. He took out a gun as a necessary precaution. 'J_ust because the fellow is not within my sights, doesn't mean he's not here. It doesn't mean I'm stupid._'

After seeing no one for a while, Dmitri gave up and headed back inside. "What a waste of my time." he muttered.

Suddenly a flying figure the likes of which he had never seen before made his way toward him. Dmitri fell over and tripped. The mysterious entity hovered off the ground a few inches away. "Hello, there!" he growled.

"What are you, you foul thing?" Dmitri said aiming the gun at the dreaded figure.

"I'm the goblin who wants to know where Peter Parker is!" the creature cackled.


	11. The Reaction

**The Reaction**

For the first time, Dmitri felt completely out of his element. Until he had established a place in the city of New York, he had often dealt with 'difficult' people, people he dealt with verbal and physical assault. But now, coming across a behemoth that resembled a fabled creature, he wished someone had told him in the past how to deal with such dreaded figures.

"Who are you?" Dmitri frowned.

"I'm the one who is not bound by anything. I am the one brought back into the modern world by science. SCIENCE. My maker was a bold man but he can be even more, he can be even better. That's why he has me! The Green Goblin!" he gave out a wicked cackle.

"And you are going to tell me where Peter Parker is!"

Hoping to distract the creature and stop whatever attempts it might have in attacking him, Dmitri went along with the conversation after he got his wits together.

"I do not know that name. If he is one of those who are competing, he must be inside." Dmitri said desperately.

"Well, I can't say this does not disappoint me. The fact that you don't know every single competitor makes me see you as incompetent as well as putting me in a very foul mood." The creature threatened.

"I don't have to discuss to you how I run business. I know what kind of 'person' you are by your personality." Dmitri spat out. "You like violence…." At this time, as Dmitri continued to lay on the ground, he used his hand to carefully reach inside his pocket to retrieve something vital for him to get out of the predicament he was in. "I do as well. The only difference between you and me is that I use it when necessary."

"I feel it's necessary to kill you now…Isn't that amusing?" the creature laughed and the glider he rode on powered up its weapons systems. Dmitri saw his chance and he took it. Quickly, he threw a gas ball from his pocket. It landed several feet in front of him.

Dmitri ran as fast as he could with the goblin coughing and while at the same time, projectiles from the glider shot off all around the area. It had been circling around trying to find its target, trying to find him.

"Where'd ya go?"

* * *

A relieved Ben arrived back home full of life again. A weight of bricks was off him. The thought of losing May was almost too much but in the end, all was well. He couldn't wait to break the news to Peter. '_May's gonna be alright._' he thought happily. As he drove up the driveway to his house and stationed his car, Ben could hear the yelling from the other house beside his. Ben tried not to get caught up with whatever was going on in the Watson household. Instead, he marched up his front steps to his house and proceeded to head in.

The door to the Watson house suddenly burst open and it was then that Ben froze and remained fixated at the scene that was going on. A tearful yet very enraged Mary-Jane Watson came out with a backpack on. Ben squinted his eyes when he saw that a gash had been made on her forehead. _'My word! What in blazes is going on?_' he wondered.

"I'm going to make this easier for you!" she pointed her index finger at her father. There was ferocity in her tone as she came face to face with her father.

"I can leave and never come back or I can call the police! It's your choice!" she barked.

"You ain't going anywhere!" her father hissed and quickly grabbed her wrist making her wince. "You belong here! And you'll always belong here as long as I'm living!"

"Dennis, please!" A meek Mary-Jane's mother came up. She was met with a slap to her face and knocking her down on the doorstep.

"Hey!" Uncle Ben had enough and walked over to the scene. "What the hell's going on here, Dennis?" he yelled.

"This does not concern you!" Dennis warned.

"But you heard what your daughter just said!" Ben said. "You can either let go of her or I'll be the one to call the police." he warned.

"She is my daughter! She'll do what I say when I say it!"

"Child Protective Services could disregard that what with the bruises and scars that you inflict upon your very family! Your daughter does not need this and she doesn't need you if you keep this up!"

Dennis let go of Mary Jane until she landed on the pavement. Ben did not have time to block the fist hitting him in his cheek. Such rage was within him, Ben had no choice but to retaliate.

Ben blocked Dennis second punch and gave a left to his chin while another one was aimed for his gut. Ben then kneed him while Dennis was clutching his stomach, knocking him out cold.

Mary Jane looked stunned while Dennis' wife looked on as if she was comatose, unable to say or do anything.

Ben sighed. "I'm sorry about all this. But he should not be doing that to any of you! You have a responsibility to do something about it." he looked over at Mary Jane. "You're strong. You were able to stand up to him. That counts for something. I'm going inside to call the police. Hopefully Peter's asleep by now."

"I saw Peter going off somewhere." Mary Jane's mother spoke up.

"You did?" Mary Jane frowned. "Where did he go?"

"I'm not sure but in the direction he was heading, it must be the city."

Uncle Ben took out his cell phone and tried to call Peter. There was no answer. '_I guess I'll have to find him._'

* * *

Gwen sat enjoying the loser opponents going one on one with Mr. Payne. For three minutes, an amateur had to hold up his own against a very superior opponent. To no avail, Mr. Payne subdued every single fighter one by one. Gwen couldn't help but laugh at the humor at some of the fighters.

"It's interesting how these guys think they have a chance. They're going out like heroes at least." Gwen laughed.

"I think it's interesting that the people here were nice enough to bring the injured fighters out by real medical staff." Harry said to her.

"Only the finest for those 'unwisest'." a joking Gwen agreed.

"Yeah and if Peter was here, he'd go on with every explanation as to how wrong this is." Harry said.

"That sounds like it has a double meaning."

"Maybe it does." Harry turning to look at her properly now.

Gwen looked back and for a while, she had an expression on her face that signaled shame.

"You said you wanted to talk about Peter. What is it you wanted to talk about?"

Gwen sighed. "I gotta say you're pretty persistent. I mean, I have to say I'm surprised you wanted to come with us considering what I asked you to do."

"You haven't answered my question." he said softly.

"Lately I've been feeling very confused Harry." she whispered to him.

"What do you mean?"

"Lately...I kind of feel bad doing all this."

"Oh finally you see what I've been trying to say." Harry muttered.

"But if I call it off, then I'll be considered an outcast. Flash will be upset about this obviously. But on the other hand, Peter...he..." Gwen was hesitant to reveal more.

"Don't worry about it." Harry simply said after a while.

* * *

Seconds after the last guy went into the arena, Peter felt butterflies in his stomach beginning to turn. He couldn't tell if it was from excitement or nervousness. Whatever he came up with to battle his opponent, it would surely make heads turn. From where he stood, Peter cracked his knuckles. His anxiety was starting to disappear as soon as he thought of past events in his school life.

_He was outside in front of the school. He was facing the ground and avoided looking at the sole person responsible for binding him to the pole. Flash, who had concocted the scheme in order to embarrass Peter in front of the whole school. A more mild-mannered Peter was tied to the flagpole. A circle of students was made around him. Peter and Flash were at the center._

_"Hey let's play 'pin the tail' on Peter Parker!"_

_"We don't have any pins, man." Kong joked._

Another flashback occurred in Peter's mind. This time, it was a year after that very event.

_As Peter opened his locker, a huge fish was seen suspended, giving off a hideous odor. Peter closed the door and turned the door with all the students including Flash laughing at him._

Snapping back to reality, Peter was more than willing to let loose. As the fighter before him was dispelled, it was Peter's turn. '_This is it_.' He wanted to say and approached the announcer who came back in.

"Man…it is a slaughterhouse out there!" he chuckled as he wiped the sweat from his brow. His eyes bulged as he saw Peter. "Oh man! Another one! Alrighty then kid, trying to man up huh? What do I call you?"

"What?" Peter frowned.

"Your name, your stage name." the restless announcer said.

'_Oh crap…I got nothing_.' He thought as he searched for anything in his mind for a good name. "How about Man-Spider?" he shrugged.

"Are you kidding me?" the announcer lifted an eyebrow. "Alright then let me do it for you, how about I call you Spider-"

"Hey!" a man wearing a headset came backstage. "He's on! Hurry!" he gave the thumbs up.

"Right let's go kid!" he said grabbing Peter by the shoulder.

"Wait! What were you going to call me?"

But the announcer merely pushed Peter forward and immediately Peter was headed to a cage-like ring. He had seen from a replay shown on a screen on top of the stands that Mr. Payne, as the undisputed fighter was called, gave a roundhouse kick to the amateur fighter that went before Peter. Peter stopped by the steps that led to the ring.

"Ladies and gentlemen!" the announcer boomed and yet the microphone he had was making his voice scratchy and monotonous. It sounded as if his voice was going up and down a couple of octaves. For that, Peter wasn't even sure if the audience even heard him. He had the urge to shake his head in disappointment.

Inside the ring, Peter was at his corner looking at the monstrous fighter known as Mr. Payne who was located at the other corner. Peter made himself ready. Peter had barely heard Mr. Payne's introduction.

"The last fighter going up against the mightiest and fastest fighter that ever reigned the ring is the Amazing-" the microphone reached a high pitch and got cut off but nevertheless the crowd hissed and booed.

Peter felt embarrassment and frustration already. He closed his eyes to hide himself the stares from everybody in the stadium. Suddenly his instincts were acting up. '_That tricked-up Spider-sense of mine is acting up!_' he thought.

Peter opened his eyes and saw Mr. Payne charging at him. Peter ran toward him on instinct and instantly he felt speared to the ground. Immediately he grappled with Mr. Payne as best he could. It seemed as if Mr. Payne had years ahead of him as well as more experience than Peter. Immediately he got out of the hold and stood up.

He gave out several punches to Mr. Payne's face, a left one and then a right one. Mr. Payne looked aggravated and let out a hand to Peter's throat and led him to the cage wall. Peter began to get pummeled. He did his best to block the punches.

The crowd cheered in excitement.

"Ladies and gents, this fight just got real!" the announcer said with great enthusiasm.

Using his lightning fast speed, Peter grabbed both fists and sent a kick to Mr. Payne's chin, making him stagger back. Peter began to get close to him again. Mr. Payne let out a serious of kicks and jabs which made Peter counter back with some of his own. Several hit Peter while several hits were made to Mr. Payne.

"It's gonna get old school, right now!" the announcer shouted.

Gwen leaned forward as well as Harry who looked entertained for once. The fight looked intense and he wished she could see better.

"Oh my God! Who is this guy?" Harry asked. "He's holding up pretty well."

"I don't know but he's got my vote hands down!" Gwen cheered.

Peter heard the clapping and cheering louder than ever before. Suddenly his neck was caught by his foe's own hand again, and Peter felt as if he was being choked. It was true when Mr. Payne brought Peter to his knees and applied his other hand to Peter's neck for more pressure.

"You're done little insect!" Mr. Payne growled.

As he struggled to get free, Peter then remembered Flash had said the same thing while in school.

_In the cafeteria, Peter was on the floor with his nose bleeding and as he tried to get up, he was put back down by Flash whose knee was on Peter's back._

_"How's it feel? Little insect?" Flash chuckled._

Peter was back to reality and his anger multiplied exponentially and instead of being choked by Mr. Payne, it was Flash's face who mocked him.

"Tap out , you little shit!"

Peter shouted and thus, he grabbed Flash's wrists and with intense pressure, began to get him off his neck. "AAH!" Peter shouted with great fury.

"OH MY WORD! LADIES AND GENTS! Are you seeing this?" the announcer said shocked.

Slowly but effectively, Peter had Mr. Payne's huge hands away from him and immediately pushed him off. Mr. Payne landed several feet away in the ring.

"You want a fight? You shouldn't have asked for it!" Peter said through his mask.

Peter used his webshooters to get up in the air as Mr. Payne charged once again. Mr. Payne had missed him and instead hit the cage wall and making him go down. "What the-!" he yelled.

"This guy's got some tricks up his sleeve alright, folks!" the announcer cried out.

Mr. Payne got up and turned around to see Peter standing next to him. Peter gave a punch to his cheek. As Mr, Payne swung, Peter ducked and did a cartwheel that made him kick Mr. Payne twice with his feet.

Mr. Payne tried to punch Peter again but Peter blocked and evaded every single punch and kick. A relentless Peter then gave him another cross punch and another and another and another…

The crowd was going insane at the moment.

It was Peter's turn. Peter grabbed Mr. Payne's neck and with great strength Peter never knew he had, he threw him into the other side of the ring, where he smashed into the cage wall and went sailing out into the floor. Mr. Payne had smashed through a woodened table. He was done.

The bell rung and Peter was the winner.

'_Holy crap! I won! I actually won!_' he thought happily.

The crowd was cheering for him now whereas moments ago the people were against him but Peter knew that his determination was what won them over.

The announcer came in and lifted his hand up in victory. "Ladies and gentlemen, for the first time, we have a winner here!"

Peter's happiness suddenly disappeared when his spider-sense kicked in again. '_What now?_' he thought.

* * *

In Dmitri's office, Henry couldn't help but giggle in delight as he saw the money being counted. With his hands, he took one dollar and with such velocity passed each single to his other hand. But then he started to get restless and looked at the door to the office.

'_Dmitri's been gone for almost twenty minutes now, where the hell is he?_' Henry thought excitedly. Seated in Dmitri's chair and going over the profits being made which in of itself was over a lot, Henry saw more money than he could ever count and so he had to get ahold of Dmitri to tell him that the money earned was very substantial. He was just about to take out his cell phone to call Dmitri when the door rang.

There was nothing but a dialtone followed by the mechanical '_I'm sorry but the caller is unavailable at the moment, if you would like to leave a message, please-"_

The door to the office instantly burst open and in came a man holding a shotgun to his head. "Give me the money now! Do it now!"

Henry recognized the man. It was the man who came in the morning asking for a job. '_Ah, damn_!' he thought.

Kneeling to the floor and putting his hands up, Henry immediately surrendered the money to the guy. The man then ran off with the cash in tow leaving a defenseless Henry behind.

Then the whole situation got even worse.

* * *

The roof to the stadium burst open. From a large hole, a horrible figure came flying in. Alongside the announcer who looked terrified, Peter could not make heads or tails who the monster was but all he knew was that he had to help Gwen and Harry.

It was completely unexpected and certainly uncalled for, as far as Peter knew. He knew something was coming. Running off amongst the crowd to go after Gwen and Harry. What Peter feared the most was coming true, explosions were occurring left and right throughout the stadium.

'_OK…does this guy have a name?_' he thought.

To his horror, his spider-sense alerted him to another terrible sight, Gwen was dangling off the barrier that led to the second floor of the stadium. _'What is she doing up there?_' Harry was trying her best to pick her up but with the crowd of people buzzing and running around, it was difficult for him.

Despite the explosions, Peter activated his web-shooters and with his natural spider web cables, he jumped in the air saving Gwen as she fell.

She looked shocked to see him up close, Peter could tell.

"You alright?"

"How did you-"

"Never mind. You need to get yourselves out as fast as you can!" Peter said through his mask. She was placed back with a confused Harry, who he waved at and turned to face the creature causing havoc in the stadium. Peter with his feet stuck to the stadium wall called out to the creature.

"Hey there, elf-face!" he cried.

"Who are you?" the figure demanded.

Peter shot his webbing at his eyes, blinding him. Peter then swung and gave the goblin a kick out the hole he came out of.

* * *

Ben did not know where Peter was. It was nerve-wrecking. Besides Ben knew at the moment how Peter must have been feeling. '_Confused and unfocused_.' Eventually Ben was stopped in traffic as he looked to his right side, a stadium was seen and yet, Ben could not find a glimpse of Peter outside anywhere.

Suddenly a maniacal figure on a skateboard-like object flew out of the very stadium he had been looking at. Just then the doors to the stadium burst opened with crowds of people oozing out.

"What the hell?" Ben cried out and got out of the car.

He got out of the car and as he tried to get around, the crowd shouted and one of them said to Ben. "Watch out!"

Ben heard a gunshot and felt a sharp pain in his chest. '_Oh no..._' he then fell down.

His car was then stolen and darkness was creeping up to him.

* * *

Saving Gwen made Peter's whole system surge with pride. He felt right in saving someone. As he came out of the stadium, everything changed however.

Peter trembled in shock and felt his eyes start to water as he approached the familiar man sprawled lifelessly on the ground.

He could not believe it. Peter came closer to the figure on the sidewalk. Eventually he stood right next to him and crouched down to observe him. "It can't be…"

But it was. It was Uncle Ben with a gunshot wound shown on his chest. He put a hand to his mask and took it off.

"Uncle Ben?" he sniffed.

Slowly, Ben looked at him and grasped Peter's hands desperately. "Don't l-l-lose yourself." he gasped. His eyes began to lose focus.

"No! NO! UNCLE BEN!"

Uncle Ben's body felt lifeless and soulless now.

Immediately he cried. Sobbing was then turned to shouts of anguish. Shouting that meant it could not be happening but it was regardless.

"Why?" he cried out.


	12. The Reflex

**The Reflex**

Captain George Stacy didn't need anyone to tell him that the attack in a Manhattan stadium was orchestrated by the same person who attacked those houses a while ago. He knew that things were getting out of control and that very person was responsible for it. But the thing that most concerned him at the moment was that his daughter Gwen was in that stadium.

This night was a crazy one as far as George was concerned. He had also received word that an elder man had been shot and his car stolen. The perpetrator had not been caught.

"Radio, do you have backup coming? Over?" George spoke on his radio as he drove.

"Unit 32, Backup from available police stationed at nearby areas of New York already being diverted to your location Unit 32. Over."'

"Any available troops present already?"

"Yes sir."

"Is the action still going on?"

"We don't know, sir."

"Dammit." Stacy sped faster in order to get there on time. '_Hopefully Gwen's alright!_'

* * *

Gwen and Harry got out amongst the crowd of people gathering on the sidewalk. Gwen's friends Liz and Carrie came up behind them equally out of breath and looked surprised from the past events.

"Is everybody with us?" Gwen said as she counted.

"Yeah, it looks like we're all here." Harry nodded.

"Holy crap! That was insane what just happened there!" gasped Liz Allan motioning to the stadium.

"Yeah, first that spider-guy surprising us with beating the crap out of Mr. Payne and now that scary green guy in that flying thingy of his!" Carrie cried out.

"So what the hell was that?" Harry said out of breath.

"I don't know but it sure knew how to crash an event." Liz said trying to get a handle on the moment.

"I'm not sure that's true. The stadium's still standing." Harry gave a weak chuckle.

Gwen failed to see the humor within Harry so she rolled her eyes. Instead she focus on why the people from the stadium were looking ahead at the street.

"Hey, is something going on?" Gwen asked.

Curious, Gwen pushed through the crowd and eventually made her way to the scene at the street. The very person who had won the fight in the stadium was kneeling toward an elderly man with a wound in his chest. The person in the red and blue wear had been crying. Gwen couldn't see who it was. His back was turned to her but his mask had been taken off.

She thought she recognized the person from the back of his head. The way he carried himself and the way he positioned himself as well as his hairstyle seemed discernible enough for Gwen. '_But who is he? He looks so familiar.' _Gwen took another step closer and she felt the same warmth, the same humbleness. '_Peter...?_'_  
_

Gwen felt inclined to know whether the man who saved her life was really Peter. Instinctively, she walked forward. As she etched closer, the unexpected happened. Gwen etched out of the way as an explosion hit the side of the building across from her. Looking to her left, she saw it was the same flying creature from before.

"Ahahaha!" he cackled. "Miss me, folks?"

He swerved and threw a round object to the cars near the crowd. A few cars exploded from the small orb. People screamed and ran off trying to find a place to hide from the debris. Stunned, Gwen saw how amazingly the man, who had his red ski mask back on, shot a long strand of white material to the creature's aerial machine. He used its momentum to spring himself toward him.

"Whoa!" Gwen heard Harry cry out in amazement.

Gwen narrowed her eyes to see clear what was going on in the air. The man struggled against the creature which spun the flying object out of control as well. The figure and the man danced around the flying board like it was a dance. Eventually, the creature threw the man off. But immediately the man shot another one of those sticky strands to the building. He fled off with the creature in tow, firing its weapons.

The two of them eventually disappeared off into the city leaving the crowd speechless. Gwen on the other hand, was now curious. She wanted to know if that was indeed Peter. '_If it is, I got to say...he finally man'd up_.' she thought impressed.

* * *

Peter felt he was like Tarzan all of a sudden. He had been using web-ropes to get across from one building to the next. Below him, the street seemed to beg for him to fall. Blasts had occurred all around. Apparently the creature was intent on killing him. "This guy's got some heavy artillery, alright!" he said out loud.

Peter had enough. As a bullet scraped his shoulder, he did a wide long swing and launched himself into the sky, he then flipped over and landed precisely on top of the creature's glider, this time behind him.

"Missed _me?"_ Peter growled. He then had the creature in a headlock.

"I sure don't recall..." the creature cackled once more and let out an elbow to Peter's abdomen to break Peter's hold.

The creature turned fast and grappled with Peter once more. "So what are you? Just an insect who wants to be a nuisance?" he growled.

Peter once again evaded a punch. "Hey man! You became a nuisance first! What's your name anyway? Elf-Man?" Peter quipped.

Infuriated, the creature yelled and threw Peter to a building to which Peter immediately clung to using his fast reflexes.

"I'm the Green Goblin! The one who will bring this city to its knees!" he stated as he floated and prepared to aim.

Peter scoffed. "You couldn't come up with a better name? Well, your act's just about over!" he shot out webbing from both his shooters at the Goblin's eyes, blinding him again.

"Gahh! What is this infernal goo? What are you?!"

"Look up the word 'spider'..._man_. You'll figure it out!" Peter then pushed himself forward launched a webline and with two feet stretched out together kicked the Goblin in the abdomen.

The Goblin quickly retreated. "You haven't heard the last of me! I'll come back!" he vowed and sped off using its thrusters making it impossible to catch him.

'_I can wait_.' Peter thought after a while and swung away in the opposite direction.

* * *

As Captain Stacy arrived at the scene, he saw the rambunctious crowd trying to make their way to the scene. The street was cleared off of traffic as Stacy ordered it to be. The caution tape was already being deployed and yet the people wanted to see what was going on regardless of the police keeping them back.

"Get those people back!" he yelled to an officer. "I don't want them to cause any interference here!"

Stacy went to Hutchson. "Get me notes from witnesses and have someone ID the body." he muttered.

"Yes, sir." he went off.

Stacy went to his daughter who leaned on his car with her arms crossed to the sides. "What the hell were you doing here?" he asked automatically.

"Uh...maybe because I wanted to be entertained? I needed a step up from that other environment called 'my room'." a sarcastic Gwen responded.

"You could have been killed out here! What is the matter with you?"

"Oh! I want to hear how this is my fault!" Gwen yelled.

Stacy looked livid. "I'm talking about you handling this like it's nothing. You're just shrugging off what happened like it's an everyday thing!"

"You want me to hide under my bed like you want me to? Have mom sing me a lullaby and tell me everything's going to be OK when it's not?" Gwen scoffed. "Dad, I'm not a little girl anymore. I don't believe in fairy tales anymore. Deal with it!"

"The point that I wanted to make..." Stacy gulped. "is that I want you to be careful. You could have been killed out here, honey." he said softly.

"Well I didn't and I'm always careful. Whether you want to believe it or not."

"I'll believe it when I see that you stop being reckless at times." Stacy retorted. "Now get in the car and wait with the girl in there until I get back."

Gwen groaned and rolled her eyes. '_I can't win with this guy!_' she thought. As she got in the car, she was beginning to relax until she saw the girl right next to her. She had a gash on her forehead and looked at her with an amused look. Gwen looked shocked.

"So how's the fight?" Mary Jane asked her tilting her head as if saying _'surprise_.'

* * *

No thinking, no stopping and no crying anymore, Peter focused all his aggression on the man who had murdered his uncle. He wanted to find him and make him at all costs. Frustrated beyond measure over no witnesses identifying the shooter, Peter went to the hospital and hoped that everything was alright with Aunt May.

_'Unfortunately she's going to want to know what happened_.' he thought sullen.

He had gone away from the street where his uncle died. _'I wished I could've stayed. But I didn't want the police or anyone to see me. I had to leave._' But now, Peter seemed to regret it. Making the decision to leave his uncle alone seemed wrong. But certain circumstances indicated that he should not be there. So instead he was perched on top of a building feeling sad and lost.

Trying to think of something else rather than focus on the pain, Peter wondered who the Goblin creature was and why he was attacking.

* * *

Otto finally came back home after what seemed like a long absence to him. It had felt like hours were days to him. Helping Curtis made him restive throughout. A formula was needed for Curtis and as soon as he went to Oscorp and helped him with it, Otto was finally at ease and finally able to concentrate on what he worked on.

"Now where was I? Oh, yes!" he smiled.

Putting his goggles back on, Otto went back at work. While at the same time, he went over with what Curtis had planned. Otto had a certain mindset but now because of past events, Otto found it hard to focus.

_At the OsCorp lab, Otto arrived in the room, alone. Looking around the large lab, he couldn't help but be impressed and yet it only made him frustrated. "I should have been here."_

_"Otto?" _

_Otto turned to see the armless Curt make his way to him. With one arm, he held up his box of valuables. He quickly put it on a table._

_"Glad you could make it, Otto." He said warmly,_

_"So what is this formula that you need me to help you on, Curtis?" Otto spoke bored._

_"Do you want me to get you anything to drink? They've got-"_

_"I do not see this is as a social visit, Curtis. I see this as you wanting my expertise for a special operation I assume you're working on. At the moment you are wasting precious nanoseconds of my time with your quote unquote polite manners. Now…shall we begin?"_

_"Right then, let me start by explaining then. I'm onto several trials within my experiments concerning cross-species genetics. Once I've infused lizard's DNA, humanity would finally have the ability to heal!" Curtis marveled._

_"Please explain your purpose and hypothesis Curt. You sounded too incoherent. What do you mean by cross species genetics?" Otto frowned._

_"Cross species genetics is practically the backbone here at OsCorp, Otto." Curtis insisted. "Cross-species or as it was previously known as neurogenetics made scientists toy with the possibility of whether any human would be able to be genetically predisposed to have the same inherent trait as its ancestor."_

_"For the first time. Curtis...I'm not following. Would you please elaborate more on that final sentence?"_

_"At OsCorp, we have made breakthroughs that allow several animals like a bird or a rhinoceros to have a trait within them that they would never have had. not without infusing them with another animal's DNA."_

_"Now I follow and I must admit it's very intriguing." Otto nodded. "You are proposing that now you want to conduct human trials?"_

_"Yes. But we are so much different than an animal in terms of DNA. I need your help in developing an algorithm so that the formula can be possible. I'll admit Otto, you have a great mind and it pains me that you were not hired here in this great corporation."_

_Otto wasn't dissuaded. "Although I must assume that your ideas are the ones this so-called previous attacker wants? If what you said on the phone is true, Curtis. Then I'm led to believe that in the event that you're caught, you might divulge my name and that...I do not want."_

_"Otto! I would never betray you!" Curtis insisted. "Please trust me for once! You want to know why I want to do this?"  
_

_"Please tell."_

_"This!" Curtis referred to his left stump where an arm should have been. "I'm tired of looking like a freak, Otto. Please help me!"_

_"I still say harnessing fusion is the best way to make this planet better not by enhancing humans!"_

_"You do this! I'll let you get your funding." Curtis said miserably._

_"Let's get started then!" Otto said after a while of thinking._

It was what Curtis had said that made him smile at the present moment. 'Looks like my dream's coming to be a reality!" he said out loud as he saw himself in the mirror. The harness he had found was around his waist and on his back four tentacles swirled around in the air. Otto grinned maniacally.

* * *

Peter had made his way to the hospital where the nurse had told him that his aunt was going to be alright. As he made his way into her room, the police were already there breaking the news to her. '_So much for subtlety_...' Peter thought. His aunt immediately broke into tears. She eventually looked up to see Peter come in.

Finally after much hesitation, he spoke to her trembling with sadness. "I'm sorry."


	13. The Spontaneous

**The Spontaneous**

As the car drove on, Mary Jane sat silent. She too, was at a loss for words as to how she wound up with Gwen Stacy, her sworn rival. When Gwen came inside the car, she was appalled seeing her and yet Mary Jane couldn't help but be amused at her expression, It was priceless. But at the moment, she was fuming over a lot of things, her father for one and another being for what Gwen was up to these days at school. _'I still can't believe what she wants to do to Peter. I don't even know what it is but I do hope it's not going to be what I think it is_.' She thought. Sitting in the police car, Mary Jane feared that Peter's prank may have to do with a certain school tradition that she found most displeasing.

Mary Jane had been brought in to give her statement to the downtown police department. But just then the silence was suddenly broken.

"So you two know each other?" the driver spoke. Mary Jane quickly deduced long before that the driver was Gwen's father. She wished he hadn't broken the silence. She had found it relaxing.

"Vaguely." Mary Jane responded and even as she looked ahead, Mary Jane felt that Gwen was rolling her eyes at her response.

"How'd you know we've seen each other before? Is that like some kind of 'inner cop intuition' or something?" said Gwen.

The captain scoffed. "Probably. You guys are sitting very uncomfortably in your own ways and it's not because you're in a police car, you're avoiding eye contact as well and each of you is looking at the other in a serious manner when she's not looking."

"Pretty thorough." Mary Jane whispered.

"Don't encourage him." Gwen muttered and looked out the window.

Even Mary Jane did not need this kind of conversation right now. In Mary Jane's opinion, it felt rather unprofessional and inappropriate by the police officer. At the moment, Mary Jane was vulnerable to a degree and she was using all her mentalities not to keep from breaking down despite past circumstances lingering in her mind.

"Gwen since we're talking and me 'breaking the ice' wasn't up to par as I hoped it would've been, what's your account to what happened?"

Gwen sighed. "Does it matter? I mean I assume you got all the reports from countless witnesses and I know they've said the same thing."

"So you're sticking to it?"

"Yeah. Some Goblin-type of creature was going up against this guy who has a serious pension for spiders." Gwen giggled.

"Oh boy." Gwen's father muttered.

Mary Jane thought she should change the subject. "What about my dad? What are you doing about it?"

"Well, he'll stay the night in jail. Make him go up to a judge and verify all the stuff that happened."

"'Verify'?" Mary Jane said outraged. "What he did to me and my mother-"

The captain proceeded to calm her down. "That's why you're going to have to go to court as well and provide evidence against his contrary. Without Ben Parker, it'll be hard to convince a jury though."

"What do you mean? Why wouldn't Ben Parker be in court? He helped me."

The car came to a stoplight. Captain Stacy turned around to look at Mary Jane regretfully.

He sighed and closed his eyes apparently finding it difficult to speak but he managed nonetheless. "Because he's dead."

Mary Jane gasped and her eyes were round due to shock. She found it difficult to breathe. Once the car got moving, Mary Jane broke down and cried. "Oh my God!"

"I'm sorry." George said.

She didn't care if Gwen found her reaction intriguing or disheartening, Mary Jane literally wanted to disintegrate. "Peter.." she began to say.

"Whoa! Wait a minute..." Gwen remembered something but Mary Jane paid it no mind. "Dad, the spider-guy...who was with that guy on the ground, could he-"

"OH GREAT!" he bellowed.

Suddenly the car stopped with its brakes screeching. "What the hell!" Gwen saw the reason why, a local grocery store had a burglar with a hostage in his arms. Other squad cars were positioned and thus, police officers trained their guns at him while the burglar yelled. Mary Jane saw that the captain got out and motioned to another officer on the scene. "David, take these girls home. I'll take care of this!"

"But dad!" Gwen objected.

"I'll see you later honey. Take care of yourself, Ms. Watson."

And off he went leaving a speechless Mary Jane and a frustrated Gwen Stacy driving away.

* * *

It wasn't as if Peter was embedded with bad luck, he was cursed with it. At least that was what he thought. _'Lately things have been getting worse despite my new powers.'_ He continued to sit in his aunt's hospital room appearing in a daze. Aunt May had fallen asleep, exhausted from all that happened. Peter went over what the police had said to his aunt, that the perpetrator had not been caught nor was there a police description of him.

'_No doubt they're doing all they can to find him...yeah right_.' a disgusted Peter shook his head and tried to be realistic. The guy had to be a million miles away by now. Peter's need for revenge was subsiding as he realized that finding the man responsible for his uncle's death was an impossibility. Sighing he shrugged off an old _Captain America_ comic from his lap and put it lazily back on the desk.

Standing he went to the window of the hospital room and looked outside, Peter looked somewhat pensive while all the while feeling ashamed. His uncle had been there for him despite the secrets. "_Power comes with responsibility_.' he had said. Turning around to face his sleeping aunt on the bed, he went to her.

Peter spoke."You have your reasons for keeping things secret. I get it. Secrets can destroy or they can renew. I know that my secret can be unpredictable. I don't know if they're good or bad. But things are bad, Aunt May. You don't have to tell me they're bad. It's part of the reason you're on this bed now. I want to fix this." Peter declared. "This city needs someone like me. It needs me. The _world _needs me!"

After a second of silence without any word from Aunt May or Peter, he went out the door with a newfound purpose.

* * *

Monday came without incident and without interruption. Curtis Connors was ready or ready as he will ever be. In his mind, he tried to play out what he was going to do and what he was going to say. The fact that he had a good mindset proved how confident he had become. In front of a small audience, Curt let his voice be heard. As he got to the podium, he spoke as loud and clear as he could. "Ladies and Gentlemen, mankind has always looked for ways to expand, to be updated, or to be stronger even. Only the most special minds could come up with such a notion but it takes a genius mind to come up with the actual result."

Soft murmuring amongst the audience was heard but was silenced so that Curtis could clarify. "Imagine a formula similar to that of the fountain of youth but in plain view and actually realized. This very formula can undo what we shouldn't have. Our weaknesses, our flaws, our vulnerabilities eradicated once and for all. What if I were to tell you that I may have such a formula?" Curtis continued when he saw the confused faces of each and every one of the people seated.

"I have created the very formula designed to make us better than we were."

"Have you tested it for side effects? Because I assume you had done that." a major figure in the audience pointed out. Curt saw that it was Norman Osborn. "But if you're so confident in your formula, why not perform it on yourself? Or have you done that?"

Curt felt deflated as soon as Norman stood up and walked casually toward him. He tried not to get nervous. "Well, I mean it's still in an experimental phase which is why I called this meeting."

"Dr. Connors. Surely a great mind such as yourself would find other ways to heightened our excitability levels. You must have evidence that suggests that the formula in question is effective." Norman said giving off a smirk.

Curtis knew full well he was being ambushed and a trickle of sweat immediately poured down to his brow. Norman was basically trying to tell him that Curt jumped to great lengths with no way of landing. "Mr. Osborn. I'm only trying to-"

"Post an ad detailing what may or may not be a flop?" Norman answered.

The audience immediately nodded and expressed their agreement with their boss and employer, Norman. Curtis saw this and he shrunk. '_I'm a mere private going against the British Army. How stupid am I?_ Unfortunately for Curt, there was cause for pause.

"Dr. Connors, you're slipping."

Curt looked at Norman surprised. "What?"

"Slipping on the road to failure. But..." Norman walked away from him. "I'm willing to let your formula maybe see the light of day, provided that you make it work. You have seven hours!"

He sat back down looking at his notes.

Curt cleared his throat. "Well, as I was also going to say, this formula has the ability to heal, grow back limbs, and eliminate scars."

"Oh well, I didn't know we were providing acne medication now." Norman bemused. The audience then laughed. "I think that's our take for today." Everybody proceeded to get up and leave but not before Norman stood right next to Curt again. "Remember...seven hours." he growled.

Curt went back to his office and in desperate need to find a solution to make sure that his formula worked the way it should.

'_I need more help with this_.' Curt thought desperately. '_Otto has been good with the formula but I can't keep relying on him knowing he always criticizes. I need someone to assist me with this. Someone who is as good as me!_" he said to himself as he was going through his desk drawers trying to find stuff of use.

Curtis saw his answer when he found a file in his drawer. "Richard Parker?" he said as he opened the folder. '_He did have a son. Didn't he?'_

* * *

Breaking out of prison was an easy thing to do. It was practically second nature to him. Escaping from Rikers' Island however, was a different story entirely. Not only did he have to avoid guards and motion detectors, the man had to swim for miles which was almost too much for him but he managed regardless. The man finally washed ashore and looked back at the small island and mocked it. "Yeah, you think you could hold me? I do not think so! HA HA!" So he ran before anyone saw him.

Seeing an empty truck, the man Aleksei Sytsevich climbed on board and began to hot-wire it. The truck began to move and for a while, Aleksei drove slow but hearing a soft, faint alarm coming from the prison, Aleksei drove faster, not caring who or what he ran over.

"Get of ze way!" he waved at the people flipping him off.

"Hey! Watch where you're going!" one of the bystanders called out.

A big bald man whose drink smashed to the concrete ground, looked at him while Aleksei shouted. "Why not get out of the way? It's much easier or not!" he laughed maniacally.

The bald man looked on at the speeding lunatic with much disgust. Aleksei was far ahead and thus could not hear him talking to one of his associates saying. "Bring him to me...alive."

* * *

At school, Peter carried on focused and renewed. '_It's no time to fool around. I got to get ready for what's coming. I don't know what's coming. But I know it's bad._' He thought. Under water, Peter found being more peaceful than he had been in a while. Peter felt more at ease with his uncle's last words. He was going to follow what his uncle had said. It was the best way to honor him.

As he sped to the other side of the pool with such intense speed, Peter kept practicing. Physical Education today consisted of swim practice. Peter made the best of it. He got out of the water and began to breathe in and out again. He floated and saw to his delight, Mary Jane floating at the corner of the pool with her friends. Peter mustered the courage to go over to her.

'_Don't choke, Peter. Don't choke_.' He kept thinking to himself.

"Hey." He said coming up to Mary Jane.

"Hey there." Mary Jane waved. "How you been?"

"I've been better."

"Can you guys give us a second?" she motioned to her friends. They nodded and went off. Several of them giggled at the sight of Peter. Peter sat next to her.

'_I kind of miss the days when girls found me repulsive_.' He wanted to mutter.

"Peter. I heard about what happened. This must be very hard for you."

Peter nodded and let out a sigh. "He was like a second dad to me and despite all the secrets, the mistrusts, he was there for me." He whispered.

"When's the funeral?"

"This Saturday. It's just going to be me and my aunt. She's getting better now. It's not going to be like a big funeral or anything. It'll be just short and simple."

"I'll be there." Mary Jane whispered.

"No you don't have to-" But Peter was caught off.

"Your uncle helped me. I want to be there to show how much I cared for him as well. It's best not to admit it but…I wished he was my dad too. You were so lucky to have someone like him in your life, Peter. You turned out alright because of him."

Peter nodded. "I hope so."

"I know so." Mary Jane said adamantly.

* * *

"He's like six feet tall. So that's kind of a plus." Carrie said to her friends. Gwen knew it was her by her prissy voice. She was trying to stretch so as not to pull a muscle.

"You guys talking about Flash again?" Liz called out.

"No. I'm talking about Parker."

Gwen raised her head and pointed it at Carrie's direction. She soon looked over at Peter talking to Mary Jane. Immediately the blood ran to her face. She also surveyed Peter. He looked incredible without his shirt on. Blushing wasn't what she was used to but Gwen felt like she was running a fever looking at Peter.

"Isn't he supposed to be a geek?" Liz said confused. "Why is he looking like he lives in a gym?"

"I don't care. I think he's dreamy now." Carrie gushed. "Ahh! Those abs!"

Even Gwen had to admit it. It was official. Peter had won her over. No dreams. No tricks. Gwen was seeing stars now. She even had to stifle a gulp. 'Holy crap…' she accidently said out loud.

"Oh! Oh! Sounds like Gwen wants a piece of Peter as well!" Liz said smiling at her.

"No! Of course not! We're just cool is all." Gwen protested.

"This coming from the girl who wants to break the whole prank off. Now I can see why you'd want to."

"But seriously, I think he has a thing for Mary Jane Watson."

"Oh really? So Peter has finally come out of the shell and talked to a girl? Surprises are in store today."

Gwen really hoped that wasn't the case. She did not want her rival getting Peter. She was thinking of talking to him and asking him to go out again. While explaining to her friends that Flash wanted her to do so to get some intel on Peter.

Gwen saw how Mary Jane put a hand to his shoulder and patted him. Peter looked back at her and nodded. Gwen's face tried hard not to giggle and go off on the scene.

Gwen vowed to have him. No matter what the cost. '_You're not getting him, Mary Jane, you skank! Peter's going to be mine and no one, not even you is going to have him!' _


	14. The Adjustment

**The Adjustment**

He was having the time of his life.

Aleksei continued to drive the truck without a care in the world. He was in a downtown boulevard bumping into cars and smashing sides of several buildings. Police sirens occurred behind him as Aleksei looked at his rearview mirror. "AH! Those bothersome cops!" he yelled in frustration. The truck began to go faster as he slammed his foot on the accelerator.

Again more damage was caused by the stampeding Aleksei. '_I just like smashing into things. Not my fault they're in the way!'_ he thought maliciously. He turned the steering wheel and unbeknownst to him, the trailer part behind him began to go out of balance and proceeded to tear away, causing an unintentional barricade to the approaching swarm of police squad cars. But it added to Aleksei's delight. He turned around to inspect the damage.

"HA HA! That's what you get when you deal with the great!" he laughed maniacally.

As he turned back around, he saw a man up ahead wearing an unusual suit. It was a black and yellow vest that showed off the man's physique and also had on a steel-like belt with black pants. But what made the mysterious man more unusual was that he had on strange metallic gauntlets. Aleksei saw as he stood still and waited for the truck to proceed. Apparently the man standing did not appear to have a care in the world. Aleksei saw it as an annoyance. "You think you're invincible or something? HUH?!" Aleksei pressed the accelerator harder and the truck went faster.

Aleksei saw that the mysterious man shot off an electrical charge from his hands. It slammed into the engine. "What the 'el?" Aleksei cried out but nevertheless he kept the truck moving.

The man shot off more energy blasts, this time on the tires which immediately burst. Instantly the truck screeched and swerved out of control. Aleksei desperately tried to get the vehicle back under control to no avail.

Soon the truck derailed and Aleksei was knocked out unconscious from the impact.

* * *

The court hearing had since commenced and Mary Jane stood silent with all the other occupants in the small room. With her head down, she felt she should have been silent and not all the other occupants. Aside from her mother, the unknown people were not the ones who had to suffer what she went through with her bastard father. Mary Jane knew they were here for the show. 'How can they go on so cavalier and without a care in the world?' she thought.

Mary Jane saw the other door to the room open and the judge came in and got seated at his bench. He went through the records in his hands one by one. She immediately got nervous and eventually restless, as she wanted the whole thing over with. Finally at long last, the judge spoke.

"This is a condition hearing with the purpose to ascertain what has happened in the Watson household which occurred Friday the 28th of this year. The purpose of this hearing is to conduct an evaluation as to whether one Dennis Watson is suitable for being a parent and an asset to society."

As the judge continued to speak, Mary Jane no longer cared what the outcome of the case was. From the judge's tone, it was clear that her dad would get a slap on the wrist. She knew the protocol by now. For some reason, she was worried about Peter.

_'Why am I worried about him? Why now?_' she frowned. '_I guess it's because I haven't told him what Gwen is trying to do to him. But how can I tell him, when I don't know for sure what Gwen's going to do? I have to find out more.'_

* * *

Peter came home from the hospital with his spirits a bit higher than lately. He had spoken to Aunt May and she seemed to be doing better. Aunt May did however, struggle with her anxiety and the devastation she suffered knowing Uncle Ben's tragic demise. The hospital doctors had informed Peter that she would stay in the hospital for about a week.

Closing the door to the house, Peter gave out a long sigh and began to organize his thoughts. One by one, he tried to go over what he was going to do. He came up with the first thing he had to do. It was the most crucial. Being collective was key. '_This is something that needs to be done. The city was what made Aunt May the way she is. It's time I fixed it. I don't want anyone else to suffer what my Aunt is going through.' _

He got out his sketchbook from his room and made his way down the basement where he began to go to work. It was a while before he had gotten all the supplies from both the hardware store and the clothing department. The suit material was of a sleek kind that Peter found most intriguing and therefore, flexible. It was a bit tight but after wearing it just so he could try it out before he bought it, Peter was convinced that he found his true suit. Although, some people would agree that it wouldn't leave much to the imagination considering how tight it would be.

_'OK, OK, so I like spandex. Criticize when I'm away, people_.'

At first, Peter was more than willing to develop a suit of a bulky kind along with a utility belt for any gadgetry that Peter would come up with. '_That would be off the chain!'_ Peter thought excitedly at the time. After seeing the design in his sketchbook, it didn't seem to work out. Because he slung across buildings, such bulk would slow me down. _'Yeah, I agree. That bulk is going to slow down the momentum_.'

Getting out the design that he went for, Peter threw the suit on wooden table and got out a paint sprayer, charged it and got ready for work. Peter started off with a red color, he used the red only for the back part of both elbows which he then spread to his upper chest area and narrowed it into a narrow strip down to his crotch area which served as a belt that he also spread red. He also applied the red to his boots, which had little holes underneath them that helped him stick onto anything.

_'So far, so good_.' he smiled.

Next, Peter went with a blue color. He used the paint sprayer to let out a blue coat over the remaining parts of the suit. Next he applied a light, sticky material that Peter was trying so hard to be careful with. He spread it out so that it covered the suit. The material served as web motif. '_Got to keep the concept_.' Peter smirked. The suit now sported a web-style background with a stylish spider symbol on the chest area.

Once that was done, Peter let the suit dry and went off to his other work. His mask. The mask was red with a spider-web motif running down and around it. Two large holes that were to be used for the eyes had been made. All Peter had to do was apply the lens. Each eye-piece was white and each was triangular, small but wide._ 'Can't let people see my real eyes. Who knows who might recognize them._' Peter nodded.

Peter was soon done. He had stains of paint and soot all around him but the exhaustion was all worth it.

Looking at his completed work, Peter saw his new costume with much delight. He then cleared his throat.

"Look out scum, lowlifes and foes, here comes the superhero-eh...eh..." Peter frowned. "The superhero...ummm." Peter's expression got serious now. '_Holy crap! What do I call myself?'_

"Who am I?" he asked out loud.

* * *

At the local gym, Gwen was exercising with her friends along with Flash, who eventually she found to be bothersome lately. She tried to make any exercise count. Gwen loved to exercise. She treated her body well with good nutrition and exercise. Today, however, she was losing her focus. On the treadmill, Gwen couldn't help but think about Peter. '_I know he's the one that saved me that day_.' she kept telling herself. _'But I have to know for sure.._.'

Suddenly her treadmill turned off and almost fell. Gwen looked over and saw that it was Flash that stopped the machine. He looked at her with a serious tone. Taking off her headphones, Gwen steadied herself. "Can I help _you_?" she asked annoyed.

"Just wanted to know how the Parker thing is going." Flash stated.

Gwen was afraid of this. Nevertheless, she went with the truth. "He's having some problems. He broke off the date a few days ago. I don't think he's interested." she said trying to sound casual and not sad. The statement felt true.

'_I have to make him interested_.'

"You have to make him interested.' Flash insisted.

'_What the-? I swear is he psychic?_' she thought incredibly as she looked at him in shock.

"It's not like I don't want to-" Gwen stopped and reorganize what she was saying. "He's a bit evasive. I don't think he likes girls."

"Well I wouldn't be surprised." Flash chuckled.

"I'll try and get him. Get some new info on him as well."

"Why the 'info'? You just told me he might be gay!" Flash laughed and went off to his friends who were by the weight area and telling them what they heard.

"Why do I get the feeling I just made things worse for the guy?" Gwen muttered and shook head in frustration.

She got off the treadmill and went to the locker room and passing by Flash and his friends. She was very upset. As she sat down on the bench in the locker room, a torn up newspaper was on the ground. Without picking it up, Gwen read the headline. "POSSIBLE HERO OR MENACE?" the picture showed of the disaster and only a small, faint image of both the creature and possibly Peter in the background.

As she looked at the small blur object which was so miniscule that she couldn't tell if it was the masked man or the creature. Gwen nevertheless spoke. "Is it really you?" she whispered.

* * *

Otto knew time was running out. So he made his choice quickly. In an underground lair, he went to work on a project that would surely change the world. A lab had been set up, taking off the harness that supported his mechanical arms. Otto went to his desk that contained his supplies especially a large, glass container that held up a ball of energy suspended in mid-air. A video camera had been set off away from the camera. The blinking red light indicated that it was recording.

'_In the event that my experiment proves to be a success, I must document everything. I could be more successful than Curtis. I could be more famous than Norman Osborn! Pretty soon, I'll have a corporation that could rival his_!'

As he made a few adjustments, Otto went toward the camera."Good day. This is Otto Octavius reporting. At the present time, I have indicated in my past research that my finding of sustainable and safe nuclear fusion is a major possibility, provided that a few factors and components are planned out and added. The question many scientists including myself ask: "What would possibly happen, except the obvious of two opposing forces in matter colliding with one another? They could attract or they could annihilate."

"But imagine if that was all done on a massive scale." Otto whispered.

Otto moved the camera over to where the container held the orb of unknown energy. "Today, I'm about to increase the size of the orb and trap it once it gets big enough. Soon, power to the people will truly be shared." Otto said happily and went to put on a gas mask.

Putting on his special harness, Otto went to work. With one tentacle, he opened the container while still speaking loudly for the camera. "As soon as the temperature excels at 100,000,000 degrees, the size of the orb will grow. I will take it to a large container hidden in the back tunnel where it is kept as a necessary precaution."

As Otto placed the orb in his designated area, the orb began to glow bright and instantly he began to get aware of it. Taking out a small datapad from his holster, Otto ran a diagnostic. "Strange, it appears to be already fluctuating. But how can that be?" he said confused and yet very worried. '_I must have made a bad calculation.'_ he thought regretfully.

The orb began to glow brighter and brighter until Otto trembled and thus found it unable to move. "NO! What is happening?" he cried out. Suddenly a massive wave broke out.

Finally he had enough strength to overcome his fear and turned around and crouched to the ground. The energy had hit the harness on his back as well as the arms. Otto then passed out as the energy subsided until it became non-existent.

* * *

It didn't take Peter long before he came across a typical street thief. Luckily for Peter, he had attached a small device inside his lens that allow him to view certain places in a large size. As Peter activated it, he caught almost everything going on. From Peter's perspective, the hoodlum got away with a woman's purse. _'Really?...scumbags still do that?_' Peter scoffed.

As the man ran to the alley, he stop and hid behind a dumpster. He proceeded to count the money he had in his bag. 'One, one thousand. Two, one thousand...Man I'm going to be set for life!"

"Oh I say you're set alright..."

"Who said that?" the thug said as he turned around pointing his gun at nothing. There was nobody there.

"I also say you need a new hobby."

The thug turned back around and pointed his gun and once again finding nobody in his path. "What the hell is going on here?"

"You're probably not a very smart guy are you?"

Peter had slowly appeared and was hanging upside down using his webbing. He faced the thug, who to Peter's delight saw that he was so dumbfounded by his appearance. "What the hell are you? Some kind of freak?"

"Now hey!" Peter said holding a finger and waving it around indicating 'no'. "That's no way to talk about people with special abilities!" While Peter was upside down, he shot out his legs and kicked the burglar square in the chest, making fall back and hitting the ground.

"Lemme guess...your mommy and daddy didn't teach you right from wrong, huh?"

The thug took out his gun and prepared to shoot when Peter, nimble as he was, got down with one hand and with unnerving skill kicked the gun away while also using his other leg to kick the man in the face.

"Hey! What hit me?" the man said seeing stars.

"Not quick on the uptake huh?"

Peter then delivered the coup de grace. The man was about to get up and Peter immediately used his webbing and in a rope-like fashion shot at the man's feet, making them stick together, and making him fall to the ground. The man was about to use his hands for support when Peter shot a thick, sticky webbing that attached to the man's hand and on the ground, leaving him stuck. Peter immediately did the same with the other hand. "Aah, hey what the hell?" he yelled as he tried to get free but it was no use. The burglar was stuck to the ground.

"Who are you, you freakin'-?" The man's mouth was soon applied with white sticky web, apparently shutting him up.

Peter grabbed the man by his collar and voiced out through his mask. "I'm Spider-Man."

The man frowned.

"That's my new, cool name. I just thought of it now." Peter chuckled.

Peter heard police sirens going off nearby. Content, he did the next thing. He took out a note and placed on the unmoving man's chest.

"Nice meeting you!" he saluted the burglar.

Peter knew that a police officer would find the man and the note. He knew full well what the note read. _'After all, I wrote it!'_ he thought. But what it said made him laugh wholeheartedly.

COURTESY FROM YOUR FRIENDLY NEIGHBORHOOD SPIDER-MAN! There was special emphasis on the name as Peter had underlined it.

'_It's a bad-ass superhero name!_' Peter smiled.


	15. The Adaptation

**The Adaptation**

Curt Connors was not a thief. He was far from such a person and would never go to such extremes. Ever since, he had found Richard Parker's employment file in his desk drawer, he knew that his former partner may have the answer. He needed to complete the algorithm. He was relying heavily on the chance that Peter Parker, Richard Parker's son may have the answer. He didn't know how but he just knew it. For that reason, he went to Ben Parker's house. After some quick research, Peter Parker was living with his relatives. He only had one hour left before Norman Osborn inspected his work. Without the missing link, Curt was going to be fired.

_'I hate doing this. But time is running out!_' he thought frantically.

Curt had parked in front of the Parker residence. Getting out of the car and going up to the door, he knocked and rang the doorbell multiple times with the only hand he had. No one had answered. As Curt stood patiently waiting for an answer, he began to shake with anxiety. He had to back at work in as little in an hour. He didn't know what he could accomplish in that amount of time. But whatever he could get, might be worthwhile to Osborn, as he kept thinking to himself.

After no one had answered, it was more than enough for him to enter the household. Taking out a pin from his coat pocket, he jimmied the lock as best he could.

Getting in at last, Curt made his way around the house. Putting latex gloves on, he made his way through anything that was of use. Going down to the basement, he knew that it was the best place for things to be kept secret. He went through boxes and dirty shelves filled with cobwebs but he found virtually nothing.

Eventually he had caused the bottom of the stair to collapse due to his heavy rummaging. He cursed and tried to pick it up and throw it away. That was when he saw something taped underneath the broken stair that intrigued him.

* * *

Mary Jane knew there was a reason why she was worried about Peter at that particular moment in court. Her intuition had told her something was going to go wrong. Yet, something went right. As she left the courtroom with her mother in tow, Mary Jane could recall so vividly what had happened moments ago.

_The judge gave his decision._

_"__It is with the power of the court that because Mary Jane Watson is of a certain age now and the scars inflicted on her face speaks for itself that Dennis Watson is not of a right state to be a parent. We see this as a right decision in seeing that the child be kept in a proper place where she is given the best nurturing and care within the year she has left before she becomes a legal adult. It is my decision then, that Mary Jane Watson be kept with her mother's care and the house which belongs to Dennis Watson be put to sale given the environment of said house."_

_Stunned as she was from the judge's decision of having the house be taken from them, nothing prepared her for when her father jumped from his seat in utter anger and after the obscenities and cursing, he went after the judge with his bare hands. 'Holy-" she wanted to say at the time. But her hands were clasped to her throat, she was that shocked._

_The guards had come to restrain her father and when he turned his way to her, he began to shout at her as well._

_"__This is all your fault, you little bitch! You better hope I don't get out of here! You hear me?" At the point, he was dragged by three security officers and was led down to the other room and before the door even closed, Mary Jane could still hear her father's screams. "You better hope I don't get out of here!" he repeated and that was when the door closed for good._

The judge's decision couldn't have been any more blunt. Mary Jane was always an intuitive person. Even though, she was glad that the judge was understanding in her case, Mary Jane knew her father wouldn't go down that easily. She had grown up with her father's abusive and selfish behavior for years and even though, she was glad he was taken away from her, Mary Jane still wasn't satisfied. The house had been taken from she and her mom. '_It doesn't make any damn sense!'_ she wanted to cry out. She was worried for Peter because it meant she would never see him again.

Tears running down her face, she got in the car with her non-responsive mother and drove away.

* * *

Peter Parker using the alias of Spider-Man when in his costume, was perched on top of a building and looking around the entire city. The sun was beginning to shine. He appreciated the grand scope, the skyline, the possibility of opportunity for the people walking down there. It was what motivated him to be a hero. '_This city can be so much better. If I can do something goody-goody, then people will say, 'hey I want to be like that guy!_ _One guy does something, ten will do something more and then a hundred and maybe the entire city. Who knows? Maybe the world.'_ Peter thought it was an excellent idea and so he continued to work.

Standing on the edge of the building, Peter continued to survey. '_Once I was just nerdy, geeky whatever. Now I can do more than that. My uncle Ben taught me that responsibility was the backbone, the cornerstone for great power. I can't be an asshole like those thieves and gangsters, I have to be an idea, better yet an ideal. Or maybe..._'

"Hey that's kind of clever…" Peter chuckled. "Idea, Ideal, Idol. Bet only ten people could come up with all that."

He let out a sigh and tried to get a handle on the moment. Peter was on top of a very tall building and so naturally he needed to vent. He tried to forget that if he were an ordinary person and if he wasn't careful, he could fall to his death. But as he shot out a strand of web and swung away, Peter felt more at ease.

At school, Peter walked down the hall with no stress shown on his face. He felt good and it was always a pleasure. He had the urge to smile but he didn't want to show how strange he was. _'I'm already strange. Better dumb it down a notch._' He made his way to the locker when his friend Harry showed up. His smile was shown at last.

"Hey man...sorry about your uncle." Harry said and hugged him. Indeed, the mentioning of his uncle's death was enough for Peter to start breaking down again but he put up his calm front.

Peter embraced the hug and broke it off gently. "Thanks man."

"How you taking it?" he asked gently.

"Hanging in there. Funeral's this Saturday." Peter said looking away.

Harry sighed and nodded. "It sucks. I mean... I can only imagine." Harry said putting a hand to the back of his neck and rubbing it.

There was a short silence before Peter spoke back up.

"So how you been? It seems as if you disappeared." Peter quickly said changing the subject. He felt light-hearted once he was talking to his best friend.

"Same old. Same old. I'm basically all over the place now." Harry said and looked ahead from Peter for a second before looking back at Peter again. Peter had to frown and got a bit suspicious. His trusty spidey-sense was giving off a faint warning. It wasn't an intense warning like in most circumstances. But Peter could tell Harry wasn't being truthful.

Peter nodded. "I hear that. I uh...heard about what happened a few days ago. You were there with Gwen right?"

"Yeah man...that was some intense stuff. But wait a minute, how do you know Gwen was there?"

Peter winced. He had to think of how he knew without telling Harry that he himself was the one who battled the Goblin and thus knew they were there. "The uhhh...Daily Bugle. They're all over the place. Eye witness accounts."

"Oh man!" Harry shook his head in disbelief and felt more than willing to tell Peter what went down. "You won't believe it! You had to be there! This was like straight out of a superhero movie, man!"

"Am I going to hear about it at some point?" an amused Peter smiled at Harry's excitement.

"There was this guy, this fighter right? He went up against Mr. Payne. He kicked his ass. Then this green monster or something came out of nowhere and went crazy on the whole stadium. But this guy he went up against him with those ropes of his and they were just battling it out outside." Harry said out of breath.

"Must have been a hell of a day." Peter said trying so hard not to laugh.

"It was that same dude that crashed those houses a few weeks ago." Harry pointed out. "Seriously, that dude needs to be dealt with. I mean he's still out there, man. Who knows what he has planned next."

Peter knew that. He knew that creature had an obsession with destruction. "That's messed up." Peter said.

"So what are you-"

Peter never knew what Harry was going to say. He was distracted by the tingling sensation at the back of his neck. Peter got out of the way using his quick reflexes. Looking at Harry, Peter saw that he was covered with the remains of a water balloon. His hair and face were wet.

"What the hell?" Harry cried.

Peter turned around and saw to his annoyance, the second worst person in the school behind Flash Thompson, Liz Allan. She was the head cheerleader for the basketball team. She had been Peter's bully ever since Kindergarten and even to this day, she hadn't stopped making Peter's life miserable. '_Some things just don't change.'_ Peter frowned.

"Sorry! I missed." Liz smirked.

"You think you could actually find something better to do with your spare time, right?" Peter called out to her.

"Old habits die hard, I guess." Liz giggled.

"How about you just go away, Liz?" an irritated Peter asked.

She and her clan of 'amazons' as Peter referred to them began to gang up on Peter. He did not want a confrontation with her. It was not the right time. Liz crossed her arms and surveyed Peter down and up. "You think that just because you're a brainiac, you could make our lives even worse? What with Davids always trying to give us more homework because of you?"

"Yes, it makes sense that it's my fault that you, the cheerleaders and the basketball team are being left back because of me, that's a rational conclusion." A sarcastic Peter nodded.

"You know, I don't know where you got this new attitude from, Parker. But you're seriously getting on my nerves as well. You have no idea who you're talking to." she managed to say her last sentence but for somehow Peter could tell she was a bit intimidated by him.

'_Liz is just mad because I've grown, I've filled out and she's overwhelmed by that._' he thought.

"I have no doubt that I do considering you haven't changed since elementary school." Peter shrugged. "So naturally you're still supposed to hate me for no particular reason." He wanted so much to yell at Liz right now. Back in Kindergarten, Liz had been the tallest one among Peter but now, at the present moment, standing several inches taller than her, Peter tried to make a good impression to her. '_I've changed, Liz. So don't mess with me anymore_.' he wanted to say.

But also, he had to keep his uncle's words in mind. For that, he chose to handle it the way his uncle wanted him to handle it. He stood face to face to her which actually made her a bit surprised. "Ask yourself one question: Why do I hate Peter Parker? Really?" he told her as he stared intensely in her eyes. Liz began to shudder and gulp.

"OK! OK!" Harry got in between them. "There's no cause for battle of the sexes here! This was just a harmless prank! Besides they got me too, Pete. Look, he's got some problems and he doesn't need this, Liz." he said as he turned to face her pleadingly.

Peter was surprised that Harry stopped the confrontation and for that, he was grateful.

"Whatever." Straightening herself, Liz managed to say and walked away with her friends, leaving Peter and Harry alone.

"What a way to start." Peter said to him.

"Sorry about that, man. Even in high school, she tries to make your life hell." Harry said as he saw Liz exit the hallway. "But I got to say I think you had her winded or something. She actually looked scared for a second." an impressed Harry added.

Peter wanted to pretend the whole thing never happened. "Well, I got second period next. I'll see you later, Harry."

"Alright then, Hey! I'll talk to you later!" Harry said as he went off.

"Alright!" Peter waved.

Peter got his books and went on his way to class but not before the gorgeous Gwen Stacy made his way to him. "Hey there!" she smiled.

"Oh hey Gwen! How have you been?" Peter said.

They began to walk together.

"Evading danger."

"I've heard about that." Peter nodded.

"Yeah, you should have been there. I saw Spider-Man."

"'Spider-Man?'" Peter raised an eyebrow. '_It sounds pretty cool when someone else says it actually_.' he smiled.

"Yeah!" Gwen held up a newspaper and Peter saw the front page in which the hoodlum Peter caught was displayed. "There's no picture of him yet. But the police said the guy left a note. He says his name is Spider-Man." she said casually.

"So now this is news?" Peter muttered. "So..._Spider-Man_ huh?"

"Yeah, he was there and he saved me that day at the stadium, Pete."

"Oh really?" Peter said trying to sound innocent.

"Yeah, I uh...wish he was here right now. I'd tell him thanks."

"So he's seriously making some headlines now? That's pretty intense. For him, I mean." Peter cleared his throat. "I'm glad he was there to save you."

"What do you mean, Peter?" Gwen said with a twinkle in her eye.

"Well, I mean this guy...Spider-Man. He obviously didn't want you to get hurt. He uhhh..." Peter couldn't manage a thought nor a sentence not with Gwen's beautiful eyes staring at him so deeply. "He wants you to be careful." he nodded slowly but sheepishly.

"And how do you know that?" she smiled.

"I just do." Peter said trying to sound casual once more. "Call it _men's intuition_, if that makes sense." he laughed weakly.

"He must be looking out for me then."

"Must be."

"Peter, I know this is last minute and everything and because I'm tired of the remaining loser male population in the school asking me to the dance, I was wondering if-"

"You want me to go with you?" Peter asked shocked.

"Yeah!" Gwen said a bit too excitedly before she controlled herself. "I mean, if you, if you want to."

Peter sighed and rubbed his neck as a nervous habit of his. He felt a bit conflicted. '_Why am I hesitating again_?' he thought. He finally spoke. "Well the thing is-"

"Tell you what, you have until school's over to think about it. See ya!" she winked and gave him a wave before she left Peter in a hurry, leaving him in a confused state.

As a stunned Peter made his way to the second floor, he found the beautiful red-haired Mary-Jane in the corner, she had tears in her eyes. "Mary-Jane?"

She looked at him and right then and there, she walked forward to him and hugged him intensely.

"Uhh...Mary-Jane what's up? What's wrong?"

She didn't break off the embrace. "I'm leaving Peter." she cried.

"What?" he didn't understand.

"I'm '_leaving'_. I have to move away, Peter." she said sadly.

Peter felt the ground beneath beginning to break and trying to pull him in. His best friend was moving and judging by how Mary Jane made it out to be, there was nothing he could do.

* * *

Norman Osborn was infuriated beyond all measure. The figure who had challenged him was starting to become a nuisance in the media. Holding a newspaper in his hands, he began to crumble it. He then threw it away from him in disgust.

"Spider-Man..." he said the name with a bad taste in his mouth. "Who the hell does he think he is? He dares to challenge me, huh?" he said talking to himself.

In his office, Norman began to pace around angrily until he looked almost deranged. He finally came up with a solution to eliminate his new foe. "I guess I'll have to upgrade my serum. I'll give myself a stronger dose so that the next time I come across him, I'll squash him like the insect he really is!" he raised a fist in mock triumph.

"But first things first." Norman smiled. "Just to let off some steam, I'll humiliate Connors. Instead of killing him, I'll make his life a living hell!" he cackled.

He pressed a button on his phonepad. "Where's Connors?" he barked at his secretary on the other line.

"He's not in the building, sir."

"What do you mean 'he's not in the building'?"

"According to our databanks, Connors left the area about an hour ago."

'_Well, he just wants to be canned does he?_' he thought. He groaned in despair. "Call me as soon as he comes back in!"

"Yes, Mr. Osborn." the secretary then hung up.

Norman sat down in his seat and clasped his hands together.

"You can't evade me forever, Connors. Show up or hide."

* * *

Curtis felt happier than he had been in a long time. Holding up a hand and looking it over with wonder and love. Curt had tears in his eyes as years of torture and work had finally paid off. In his house office, Curt had finally put the missing puzzle pieces together in his experiment. What he had found in the Parker household was unbelievable. It had been Richard Parker's notes.

Reading his notes, he finally knew what to do and how to do it. With no time to waste, he got out of the Parker house and went home as quick as he could. He knew how to drive with one hand and so getting to his house was not a difficult task for him. Putting his formula together, Curt wasted no time in testing it himself.

'_No longer is Norman Osborn going to ridicule me. I know now once and for all that I am the better man!'_ he thought.

Seconds after he drank the new formula, Curt began to experience an intense pain in the stump of what was once his right arm. "Aah!" he cried and stumbled onto a chair. he felt the need to call a hospital but the pain was debilitating and thus, rendered him paralyzed. The discomfort lasted a full minute.

After the excruciating pain was over, Curt got up and saw to his amazement. His stump beginning to grow longer until at the very end of it, a hand was formed. His own hand ran over it to inspect it.

"It worked!" he whispered. "It worked!" he cried out in joy.

With no time to waste, he quickly took his things and went to OsCorp to show Norman Osborn what he had accomplished. As he put his materials in a box and placed them in the passenger seat with both hands this time, Curt began to put the car in reverse. As he looked in the rearview mirror, that was when an eye parietal in design looked back at him.

"What is-" Curt began to get very afraid as he saw his own eyes, looking so foreign and so reptilian.


	16. The Development

**The Development**

'_I underestimated this country. I had thought my old country had dangerous people but this city in particular has many interesting characters_.' Dmitri thought.

Standing in his lavish apartment that a king would be proud of, Dmitri felt the frustration brought on by shame and how he had felt for the first time, very incompetent. he had not protected his investment as he should have. Police, forensics and detectives have made it instead of a field day to a field week of constant, tedious investigation of the stadium. He wanted desperately to enter the establishment in order to search for any evidence, before the police did, as to who it was that took all the money.

The thing was however was that based on his comrade Henry's explanations, he knew in fact, who it was. Although he had no name, the thief was the same one who requested a job that morning prior. What disappointed Dmitri was that he had no ways of finding the man.

The door to his apartment gently opened and without turning around Dmitri knew it was Henry and judging by his slow footsteps, Dmitri knew that the news he had was not good.

In plain English, he spoke. "What have you found out?"

"Police have a suspect already to find. He was that one creature you came upon. They think he might have had something to do with the attacks and robbery." Henry responded automatically.

Dmitri winced. He was already reminded of the monstrous man he came into contact with in the parking lot. Dmitri had barely escaped. Dmitri frowned when something crucial came to mind. "Perhaps there is a connection…" Dmitri pondered.

"The thief and that Goblin character?" Henry asked.

"I do not know. When he had cornered me in the parking lot. This Green Goblin as he was so crudely called mentioned a name. I mean to say there's a connection between certain other people."

"Who? Do you think this other person might lead us to the man who stole ze money?"

"I don't know. But throughout my disappointment of such a thing occurring, I have no choice but to follow a trail of breadcrumbs."

"What do you mean?"

Dmitri turned to face his comrade. "We're not going to look for the Goblin. We're going to look for the one the Goblin wants…Peter Parker."

* * *

"But how can the judge tell you guys to move? That makes no sense, Mary-Jane." Peter said confused. Mary-Jane had just told him what had transpired between her and her father the night he was at the stadium.

"He says it has a bad environment or something but it doesn't matter, Peter. What's done is done. They're transferring me and my mom to some other neighborhood at the other side of New York." Mary Jane sniffled and wiped away her tears.

"I'm sorry." Peter said and clearly he meant it.

"This sucks so bad...this wasn't supposed to happen! My life is supposed to be here." she began to cry again. "I'm sorry, Peter but I'm afraid I can't make it to your uncle's funeral."

"What?" Peter said shocked.

"I'm moving this Saturday. Judge says we have to effective immediately."

"I can't believe this." Peter muttered. "I mean, I _really_ can't believe this."

"You can't?" Mary Jane asked him blinking.

Peter took a breath in before he said what he was going to say. "I know this is way too late but..." Peter struggled to say but his nerves were always against him when it came to revealing feelings. "I care about you. I know we've only talked a few times this year but when I'm with you, I'm stronger. I'm free. I'm not alone. You understand me and I can understand you, if that makes any sense. I see you and I say to myself 'I hit the jackpot' Mary-Jane." At this point, Peter was starting to feel tears welling up in his own eyes.

Mary-Jane looked surprised by how Peter presented himself just now. She nodded and without hesitation, she spoke to him deeply. "I feel the same way so it '_does_' make sense. We're outsiders, remember?" she put a hand to his cheek.

Peter rubbed away a tear from her face. "In a way, you've helped me more times than I've helped you. You helped me out of my cocoon."

"I was there for you since the beginning." she nodded. "But you have paid me back."

"How?" Peter said disbelieving.

"You cared." she whispered.

Peter felt a bit touched by Mary-Jane's words. "I was going to ask you to the dance."

"You were? Oh, Peter, if only this whole thing with my dad hadn't happened." Mary-Jane said miserably.

"You were going to go with me?"

"If you had asked me." she nodded.

"Umm...Gwen Stacy asked me to the dance just now." Peter said remembering what had happened a while ago. He had been hesitant for two reasons, one being Mary-Jane of course and also because he had heard rumors circulating around the school that Gwen had been going out with Flash.

"She did?" Mary-Jane said with eyes wide opened.

"Yeah. I didn't know what to tell her so she said I better come up with an answer after school."

Mary-Jane looked desperate. "Peter, I'm sorry to tell you this but I know for a fact that Gwen's up to something and it's bad."

"What do you mean?"

* * *

Opening his eyes and feeling general discomfort all over his body, Aleksei looked around the dark room he was in. A soft light from the ceiling was the only means of providing a sliver of illumination around the area he was in. He tried to get off only to find out that he couldn't. '_What the-?'_ His hands and feet bound to the table by cord was enough to get him riled up. He shook around and thrashed about on top of the table with all his strength. "AARRGH!" he screamed as he pulled at his straps.

"What is this!" he called out to anyone who might be nearby but all he received as a reply was mundane silence. "Answer me! Let me out! Let me out! I order you! You have no idea who you're messing with!" he yelled in his thick accent.

Again he was met with no reply whatsoever. He shook around the table once more. He began to yell incoherently several times including shouting some dialogue in his native language. He switched back to english. "You dare capture me?! I have friends who will come and look for you!"

Exhausted from his outbursts, Aleksei settled back onto the table in a typical lying, bound fashion. He gave up reluctantly and his head banged down on the table in frustration. Breathing in and out, he became silent and tried to come up with a way of escaping. In his state, he tried to be realistic and know that there was no such possibility.

The door to his room opened and Aleksei saw a couple of bodyguards including the mysterious man who derailed his truck come in. He was followed by a very large man wearing a white suit. His bald head indicated that he was a man of great importance and for that, Aleksei didn't care of such regard.

"At last!" Aleksei grunted. "You were going to tell me why you have me captured and why you're stupid in doing so!"

The bald man came toward him and looked down at him. "Mr. Sytsevich...you're a pretty wild thing that came to my city like a charging animal. No intelligence. No discipline. No respect." he shook his head.

"How do you know my name?" Aleksei asked him gruffly.

"I'm the one who pulls mostly the strings to this city. I'm the crime overlord of New York City, the kingpin, the one who calls the shots, figuratively and literally." he smirked. "And you'd be surprised how I get most information on anyone I want."

"I do not care what you are. You're a dead, dead man!" Aleksei cried out to him.

"My name is Wilson Fisk, Mr. Sytsevich and the reason you're here is because you have potential. You impressed me with your rampage. Basically you are here so we can harness your wild nature."

"You plan to use me?" Aleksei was outraged.

"Mr. Sytsevich, you have great anger and great strength but you need discipline of course. What would you say if I asked you to work for me? You do what I ask you to and you my friend...will be rich beyond your wildest dreams." Fisk smiled.

"Like how much you mean?" Aleksei barked.

"Around the range area of millions of dollars." Fisk said smoothly.

"If that is true, why have me tied up?" Aleksei said shaking his bound hands in emphasis.

"Insurance reasons. This is what I mean..." Fisk said as he moved away from Aleksei and the mysterious man with the gauntlets came in with a tray table that had a small cylindrical container on top of it. "This is courtesy of OsCorp." he said holding it. One of his bodyguards held up a needle.

"Now I'm no proponent as to how this formula is supposed to operate but believe when I say, that you will not be the man you once were. I'm giving you this because I like to make people what they really are...for example you, Aleksei...are a fierce animal, it's time you accepted your true calling."

The mysterious man held onto Aleksei's shoulders and using his electrical powers made him frigid that Aleksei screamed once again, this time in pain. "What is this?"

"Relax, Mr. Sytsevich. Just keep in mind that the money will be worth the discomfort." Wilson said in a soothing voice.

The syringe was loaded with a strange serum the likes unknown to some and soon, it was inserted into a screaming Aleksei's arm.

* * *

Curt Connors tried to refrain from panicking. As he looked in his car mirror, Curt saw his eyes beginning to change as well as his skin. "What's happening?" he whispered. He may have acted on impulse and miscalculated. Norman Osborn had intimidated, goaded and ambushed him into making his experiment function. Instead of blaming him, Curt blamed himself. The serum resulted in being something else instead.

'_The catalyst of the formula resulted in a mutagen instead! It's causing genetic re-alignment of my DNA!_' he thought. Curt realized something else.

"It's the lizard DNA..." he managed to say. "It's bypassing my human genetic material!" Curt gasped rapidly. Connors had used lizard DNA given as to how such interesting creatures were able to regenerate at will. Apparently the serum had proven faulty and the lizard part was taking over.

Curt then screamed as pain was registered in his entire body. He felt his body beginning to grow in size. Immediately, the creature he became tore apart the roof of the car like it had been tinfoil. A tail so large that it swiped away the car like a fly was enough for concern. Not to Curt but to other people. He looked at his hands, they were green, scaly and long nails appeared.

Speaking of other people, the creature that used to be Curt Connors snarled as passerby began viewing him with fearful eyes. Soon they all ran away screaming.

Curt had no control of his actions. His mind was not of his own. He felt like himself but he wasn't driving. Anger had taken over him and as he walked down the street, he proceeded to throw apart several cars in the street. He perched himself with incredible strength on top of one of the cars and bellowed out in the air with incredible fury. "Osborn!" he roared.

Snarling, he barely spoke despite his new tone of voice. "Now...you will know what fear is!"

* * *

School was over for the day as the entire body of students saw it but for Peter, it felt his life was over. A revelation was given to him by Mary-Jane about Gwen Stacy, it had made him go in a daze, he hadn't paid any attention to what his teachers were saying in class. Gwen had been using him for a prank initiated by Flash. Standing outside in the school parking lot and looking as if he might go off on someone, Peter struggled to regain control of his emotions.

But it was no use. Peter felt dead. He felt like an empty shell. Like a fish with no water. Something had broken inside of him.

'_I can't believe she would do something like that_.' He kept thinking over and over. It was confusing. Beyond confusing to Peter. Sure, he had a thing for Mary-Jane but the fact that someone like Gwen Stacy, who at first was kind and understanding, had initially played him, preparing to lure him into a trap was unbearable to grasp. He couldn't believe it. He didn't want to believe it.

After Mary-Jane told him this, Peter had asked her how she knew. She had told him that she overheard her talking to her friends about it in the locker room a few days ago. Mary-Jane was sad and sorry for Peter, all at the same time. At that point, he left. Nothing else was said because everything Peter wanted to say to Mary-Jane had already been said. But he could tell Mary-Jane was more worried, this time for him.

'_Could it be possible that I do like Gwen Stacy in that way? Why else would I be feeling so hurt now_?' he thought.

Anger. Red-hot anger overwhelmed him and despite his late uncle's last teachings, Peter chose to disregard his lectures at this time. '_Reason being, I'm tired of being played_.'

It was then that Peter saw the opportunity arrive when a smiling Gwen made her way over to him. Ahead, he could see Flash, Kong, Liz and the rest of 'motley crew' as Peter referred to them, all hanging out. _'Probably laughing at the thought of me.'_ He frowned and again looked back at Gwen, who approached him at last.

"Hey!" she said looking delighted and carefully spoke. "So have you thought about it?"

Peter knew she was referring to the dance. Mary-Jane had told him that the mysterious, ominous prank was to take place there.

It was time for Peter to let loose. He didn't care for the pending consequences that could ensue. In an angry tone, he spoke to her. "Let me ask you a question, Gwen and I want you to tell me I've heard wrong. I've heard from an anonymous source that you are only going out with me just so I could be made a fool of at the upcoming dance. Tell me I heard wrong." Peter bit out.

Gwen as expected looked shocked and surprised but feigned innocence. "Peter…what are you talking about?"

"You know exactly what I'm talking about, Gwen. So answer my question." an incensed Peter said.

"Who told you this?" Gwen said.

"Is it true or not?" Peter insisted.

Gwen was red in the face brought on by embarrassment and nervousness. "Peter, I-I-I-" she stuttered.

Peter held his hands up to stop her. "You know what? Better yet, let me talk to Flash about this! I'm sure he's not the nervous type." he said to her and marched his way over to where he was seated with his friends. Gwen ran after him and tried to stop him.

"Peter, wait, please! Let me explain!" Peter shook off her hand grabbing his shoulder and continued to head towards the lunch bench.

He arrived to the table where a stunned Flash and his friends looked amused at Peter having approached them. "Whoa! Well if it isn't Mr. Brainiac Parker. I'm amazed you came up to me. You're not gonna ask me to the dance are ya?" he laughed.

His sentence had his friends laughing louder than him. Peter was at a burning point. "Oh you'd like that? Wouldn't you be breaking Kong's heart right next to you?" he bit out.

'Oohs' were heard from the table and Kong was the first to rise. "Excuse 'you'? You better know who you're talking to, bitchy-ass Parker!"

"Whoa! Whoa! Let me handle this, Kong." Flash said and stood up now. "He does have a point though, Parker. Are you trying to start something here?" he warned.

"You may have started it first. Maybe it's me but what's this I hear about you pulling some kind of crap on me at the dance coming up?" Peter growled.

Gwen ahead looked ashamed and almost fearful now.

Flash was amused and not disappointed at Peter's revelation as he had hoped. "Well, all that hard work has gone to waste." He shrugged. "You see, Parker as I mentioned before you don't deserve to be breathing the same air we do. So yeah, I was planning to have Gwen go with you so that eventually you'd fall to the prank. We would have the ballots rigged up and everything, you guys would win best couple and then all of a sudden…" Flash gave a mock gasp. "Water, water would have come from the ceiling and washed the insect Parker out." He said in a sing-song fashion.

Peter's jaw clenched and looked back at Gwen. "So it's true then?" he didn't care now that Gwen had tears running down her face. She looked away from him.

"So yeah! Consider yourself lucky we won't be able to do that cuz you'll go talk to the principal about it and everything. Do you guys have that talk that everything will be OK?" he mocked and he and his friends laughed some more.

That was when Peter gave him a punch to his chest which knocked him away several feet away, which was amazing considering he was a big teen. He struggled to breathe.

"Hey!" Kong proceeded to come at Peter from behind.

Peter ducked as a punch was made from Kong and quickly he used his elbow to puncture a pressure point somewhere in his chest that got Kong in pain and crouching down on the ground holding his chest and crying in agony. He assumed it was a nerve cluster he hit.

Peter proceeded pummeling the rest of the basketball team using his fast kicks and punches, all were trying to defend Flash, at the same time ignoring students cheering on with excitement and Gwen's protests for him to stop.

"Peter, stop! Please!"

Peter showed no mercy when he approached Flash. He had kicked him in the face and using his new strength, repeatedly punched Flash in the face over and over.

Soon, Flash's face was one big bruise. Blood was trickling down his nose. He gasped in pain and struggled to say "p-p-please…"

Harry's voice was also heard and he also told Peter to stop. "Peter, man. Come on, man. Stop!" he tried to pull Peter away from Flash as hard as he could.

Another voice that Peter heard that was strangely familiar was heard but it wasn't from anyone among the crowd. Peter thought it was from inside his own mind. '_Stop, son. Just calm down, Peter. Remember, don't lose your way. Responsibility, Peter. Responsibility.'_ He could have sworn it sounded like Uncle Ben.

Peter let go of a bloodied Flash and saw that Harry still tried to restrain him. He backed away but not before he gave Gwen a hateful glare. She understood and began to cry as he left her.

As soon as Flash's girlfriends rushed to his side, Peter left the school area. Harry was trailing behind him. "Peter, man! What the hell was that?"

"That was an ass-kicking." Peter said with no emotion whatsoever and continued to walk away.

"You know what I mean, why did you just beat Flash into a bloody pulp?"

Peter stopped and turned to Harry."He was going to do something bad to me! He was going to do a prank and Gwen was in on it as well!" he yelled and pointed back at the opposite direction.

Harry sighed. "Look, Peter I understand what you're going through but-"

"But what?" Peter waited.

"I'm sorry that you're angry. You had a lot of bad shit happen to you. I mean, you ain't like you used to be. You used to be good, man." Harry shook his head in disappointment.

Peter actually felt the words hit him than actual punches. It was true that he changed and despite Peter's intentions to make the world a better place, he was not off to a good start.

Suddenly up ahead several police cars pulled up. Some parked next to where Peter was standing. A police officer came out of the vehicle. '_Oh, great...what now?' _he thought.

"You Peter Parker?"

"Yeah..." he said carefully.

"Guess somebody must have called them already. I mean this is considered almost domestic disturbance." Harry pointed out.

"Well then I have finally found you!" the officer said smugly before taking off his hat and amazingly transforming himself into a man wearing a purple suit and white mask.

"Oh man, I knew there was going to be trouble!" an astonished Peter said.


	17. The Correction

**The Correction**

Peter's spider-sense made the hairs on the back of his neck stand up and staring at the strange foreign man, who looked very imposing with his suit and white mask that materialized on him at will, he was at a vulnerable point. In other words, he was quite off guard. Harry was still beside him and he wasn't sure how much he saw of his fight between he and Flash but he had only used a modicum of his new strength on him. Peter did not want to reveal to his friend that he had special abilities. Looking behind him where several feet away, people were still huddled around Flash, who remained on the ground.

"What do you mean by 'trouble?'" the man asked Peter silkily. "Do you mean to say you were expecting someone like me to arrive?"

Peter had always been a good liar throughout his life so it was time to put his usual ability to the test. His humor often had people's guard go down. He had to try against this man. "Yeah, you're from some special crime unit, right? Someone must have called these guys." He shrugged as he looked at Harry. "Look, man. I'm sorry is all I can say, officer. But the guy was being a punk and he needed to be put down." Peter said while motioning behind him where the action took place a while ago.

"Dude, this guy just changed from police uniform to a purple jumpsuit in a matter of nanoseconds!" Harry cried out from behind. "I don't even think he's from the National Guard!"

"I'm just saying you're the new police now, right? Trying to get crime over with?" Peter chuckled weakly.

"I'm not the police, you arrogant child. I'm an extraordinary impersonator, a master of disguise as you Americans refer to some people, with many resources to do my bidding. Back in my country of Russia, I was known for a variety of names but one name stood out by spectators that I most appreciated and so I accepted it. I. Am. The chameleon."

"Wow…" Peter clapped half-mockingly. "You're some actor alright and you got the Russian accent down to a T."

"Peter…" Harry whispered. "Am I the only who thinks there's going to be another problem here?"

"I have encountered the Green Goblin." the man who called himself the chameleon continued. "He almost killed me before I escaped but before I did, he mentioned a name. Peter Parker, which I now know is you."

Peter gasped from the great surprise he felt just now. '_What is this guy talking about?_' he thought. He couldn't keep up with his act any longer as his expression of shock was genuine to the man who referred to himself as the 'chameleon'.

"I know it was you who defeated the undisputed Mr. Payne according to my records. Which is also another reason why I look for you. You beat him effortlessly. Impressive...I was outside talking with the Goblin at the time, who demanded to know where you were. At the same time..." the chameleon said as he walked toward Peter. "My stadium...was being robbed. These two incidents happening in the same day and in the exact same place, it seems to me that it is more than coincidence. Whatever this creature wants with you is of no importance to me, I just want to be sure if you might know the man who took all my money." he said with venom.

Peter gulped. He didn't want another situation happening. But at the same time, he wanted to know more. '_This chameleon guy may know what the guy who killed uncle Ben looked like!'_ he thought. "I still want to know myself." he admitted with a whisper.

"Who was it?" he said in a deep voice.

"I don't know!" Peter urged and yet his spider-sense was telling him that something bad was about to happen.

The chameleon backed off and gave a nod to one of his men beside his car. He stared back at Peter."When it comes to my money, I get very emotional. So emotional in fact, that I get violent. No matter of any consequences." he then snapped a few fingers. Thugs came out of the stolen police cruisers with large weapons that made Peter's eyes bulge with alarm. Several scattered all over to the school area where they told the students to put their hands in the air.

"It is unwise to be fallacious. You tell me, or this school becomes littered with the bodies of students!" he said threateningly.

"Oh, crap!"

Peter could hear Harry gasp in fear behind him and it didn't do good for him. Peter just didn't know what to do. It wasn't as if he wasn't unprepared. Quite the opposite, his suit was in his backpack and his web shooters were hidden inside his long sleeves. But he just couldn't expose himself_. 'I have to put on the suit first!_' he said in his mind.

"This seems extreme." the chameleon nodded at Peter and Harry. "But it's how I get results."

Peter had to intervene. Lives were on the line. He had to get suited up. '_How can I do it?_' he thought and desperately he searched within his mind how to distract both Harry and the chameleon. He did the only thing he could do. Run.

"Come on!" Peter grabbed Harry's shoulder as quick as he could and off they went ahead.

The chameleon made no attempt to stop them. Although Peter could hear as they were running off. "You can't hide forever."

Peter and Harry managed to get behind the school which served as the back part of the entire building. "You think they'll find us?" Harry said.

"They better not."

"Who the hell are these guys?" Harry muttered as he took a peek around the corner to catch a glimpse of anyone following them.

"I don't know but whoever they are, someone's got to stop them now!" Peter said.

"I'm all for that! But who-" Harry started when he turned back to face Peter who had already disappeared. "Peter? Peter?!" he called out.

Using his amazing speed, Peter had gone up on top of a tree as fast as he could and soon he jumped toward another one to get a better view of the situation. On top of a thick branch, Peter crouched down and used the leaves as a cover so as to avoid being seen.

Peter had to try and divert the action away from the school. He didn't want anyone else hurt. He had spent most of his time doing crime-fighting in the city, fighting in a suburban setting was going to be out of character for Peter, at least that was what he thought when he tried to get his costume out from his backpack.

"No one is leaving here until we say so!" one of the thugs pointed out.

At that point, even the teachers were on kneeling on the grass and unable to do anything.

"I got to take them down!" Peter whispered. "But how?" He had to find a way to subdue the thugs.

Finally, Peter had an idea.

* * *

Harry was searching for Peter who had suddenly disappeared from him. "Peter!" He had made his way to the front of the school and away from the action when he heard a voice call out behind him.

"Harry..."

He turned around and stared in shock as he saw his father in front of him. "Dad?"

"What the hell is going on here?" Norman said putting his hands on his hips in a stern manner.

"Dad, you have to call the police! Some maniac is holding the school hostage!"

"I see that. The authorities are already on foot as we speak. But where's Peter?" he asked.

"I don't know! I'm trying to find him! He was just with me but I think that crazy guy may have captured him!" he said desperately and then he began to frown. "Wait a minute...why do you want to know where Peter is?" he asked carefully.

"Why do you think?" With a smile, Norman crossed his arms to his chest and soon he wasn't Norman Osborn anymore but the man dubbed the chameleon.

Harry gasped in shock.

"Like I said before: I'm a master of disguise. I know all about you, Osborn and in a way you do look like your father, so cease with the surprise." he smirked. "Now where is the Parker boy?"

"I just said he disappeared." Harry cried out.

"He's around here then..." he looked around. "How dare he think he can get by with such mendacity!"

Out of nowhere, a huge dumpster was thrown in the air and almost hit both Harry and the chameleon. Both avoided the large, heavy object. From where the dumpster landed, Harry considered it a near-miss. "What the hell? What now?" Harry cried out.

From what Harry could tell, he saw a huge green reptilian monster wearing a lab coat heading right for him. A long tongue was stretched out and its tail began to swing to and fro.

"Oh great! Just when things couldn't get any worse!" Harry said.

"What new abomination is this?" the chameleon cried out.

The creature snarled. "OSSBORN!" it hissed. Harry assumed the creature implied him. It began to prowl like a predator which made Harry all the more afraid. The chameleon took out a large gun from his belt and began shooting the creature. Harry remained on the ground unable to move from the shock he was feeling. The giant lizard-man was incredibly strong.

_'It knows me_?' he thought fearfully.

The chameleon continued to shoot when the creature merely shrugged off the bullets and swung its tail at the chameleon. "OOF!" the force brought on by the tail sent him slamming to the passenger side of a random vehicle. The chameleon was now slumped to the ground.

Harry slowly got to his feet and tried to run as fast as he could. This time, he was heading right back to the school again.

* * *

In the back of the school where most of the entire school body was in the grass with their heads below so as not to look at the thugs, things took another turn. Several thugs were taken away within the blink of an eye. A blur had swept by and one by one picked up the gang member with extraordinary skill. Some were thrown several feet away. Others were hung upside down by a long, sticky white strand. Their guns had been taken away as well.

"Whoa! Hey! get me down!" some of them cried.

Gwen Stacy saw all this and she had no idea how it all happened so fast. Since Peter wasn't around, she quickly assumed that it was Spider-Man going by as quick as he could. '_It's Peter! It's got to be! It makes sense! Where is he by the way?_' she thought to herself.

She was beginning to be relieved when the last thug held someone in a head-lock with a gun pointed at her. The young woman with red-hair was enough for Gwen to deduce that it was Mary-Jane Watson.

"Whoever's doing that better stop or I put a bullet in this fine girl's head!" the gang member shouted.

'_Great, that skank always gets herself in trouble, I ain't even surprised._' Gwen thought as she saw the scene.

"Hey!" Mary Jane called out to the guy holding her from behind.

"What do you want!" he growled.

"Do I have 'damsel in distress' labeled on my forehead somewhere?" Mary-Jane shouted.

"What?" the man said dumbfounded.

With one hand, Mary-Jane lifted the man's elbow high up as she could and used her left elbow to punch the man in the gut. "AAH!" she then got out of the thug's way.

'_Seriously?'_ Gwen thought looking so amazed at what Mary-Jane, rival just did. '_That was pretty ballsy, not to mention dangerous_!'

Finally the blur came in, and took the distracted thug away within the blink of an eye, his gun had fallen to the ground. Soon the entire body of students and teachers began to stand back up. They all saw as each thug was hanging by light poles, trees and school flags. All of them subdued.

A black-eyed Flash, who was beside Gwen the whole time spoke up. "This could only have been done by one person." he marveled.

"Yeah..." Gwen nodded. _'Peter..._' she thought with a smile.

Just then, Harry ran towards the crowd like a maniac. "Help! Help! It's after me!" he cried.

Mary-Jane came up to him and grabbed his shoulders to steady him. "Harry! Calm down! What is it!"

With his head between his knees, a shaking Harry pointed behind him. Ahead, cars were slammed around as the charging lizard man began to charge at the entire group. Several students screamed and with good reason, the creature was unlike anything anyone had ever seen. The rest of the group scattered around in random directions, all of them not knowing what to do with the lizard creature going rampage. Soon Flash, Kong, Mary-Jane, Harry and Gwen were stuck met up while people ran around.

Up ahead, the chameleon had regrouped with his remaining thugs, Harry saw as the chameleon pointed at them. "Get those five!" he had said.

"What do we do?" Harry asked them.

"In the bus!" Mary-Jane said out loud.

"Are you kidding me? We can't even get inside those things!"

"I don't even ride in any of those things any more!" Kong let out.

Sighing in annoyance, Mary-Jane took grabbed a rebar from the ground and smashed the passenger side of the window opened. She began to go inside."Well that's one way to go." Harry pointed out.

"Come on!" she motioned for them to come with her.

All of them reluctantly got in, with a bruised Flash sitting in the passenger seat while Gwen, Kong and Harry got in and sat in the back. Mary-Jane ducked below the steering wheel section and began to pull out a few exposed wires.

"I don't suppose you know how to get this thing moving do you?" an exasperated Flash asked.

As soon as sparks were flying as she connected several wires together, the bus started humming to life. "What do you think?" she looked back at him in contempt. Flash went silent with embarrassment.

"But wait! Where's Peter?" Gwen asked worried.

"Forget him! We got bigger problems here!" Kong said frustrated. "Let's just go!"

When Mary-Jane heard Peter's name from Gwen's mouth, it got her worried as well. She could only assume that he was safe somehow. She continued to work on getting the bus to go. After a couple of trys, the bus finally drove off. Up ahead at the school exit, several cars were positioned blocking them. Harry saw this and told Mary-Jane.

"That's the chameleon's people!"

"Who?" Flash frowned.

"It's more of those thugs!" answered Mary-Jane as she slammed the accelerator down and the bus began to go faster than ever.

"Whoa!" Harry said as he was driven back to the seating area.

Mary-Jane saw how a couple of men got out from their vehicles and prepared to fire. Gwen screamed from behind but Mary-Jane kept on going despite the shots going off. Mary Jane moved to the side and Flash did the same. She continued to go until she got to the cars and slammed into them, damaging the bus and damaging the cars as well.

The bus had gone off to the street with the other cars following behind them, shooting at them from behind. Mary-Jane swerved the bus to get ahead from the other cars slowing down. She tried getting on the other lane only to find through the rearview mirror, the thugs following them on the same lane.

"They're still behind us!" Gwen cried out.

The bus kept going until it got to the expressway. "We're we going?" Kong behind them asked.

"Who cares?" Flash said. "We got to get away from those guys! Man...where's Spider-Man?" he muttered.

"I'm going to the city! Hang on!" She said as she got off the overpass.

"Oh my God!" Gwen uttered out loud. "Look!"

Kong, Harry, and Gwen stared in shock as he saw the giant lizard creature slammed into the cars that had been chasing them. He took one car with both of his hands and with unbelievable strength threw it aside like a toy. The creature's presence caused a chain reaction for other cars behind them to stop all of a sudden and crash into one another. The other car that had been chasing sped off in a hurry.

"This is surreal!" Flash muttered.

"It's that monster again!" cried Harry.

From Harry's view, the creature was agile and began to pounce on every single car just to get to them.

"Why is it after us?" Gwen asked confused and fearful at the same time.

"Let's not find out!" Mary-Jane growled.

They finally made their way to the city where Mary-Jane hoped they would lose them with the usual traffic downtown. Suddenly a tire was shot and the bus swerved out of control until they had stopped to a point where the junction was about to become another intersection.

"What's happening?" Harry cried out.

"It's that other car! It's still on us!" Kong replied.

Mary-Jane kept on driving until she got to the downtown area. As expected, traffic was high and accidents were bound to happen.

"Are you aiming for these cars?" Flash shouted as Mary-Jane hit one of the parked cars.

"Shut up!" she cried out.

She tried frantically to elude the mysterious man's forces and the lizard all at the same time. But deep down, Mary Jane was scared and so it was natural for her to react recklessly. But all that seem to escalate when the lizard had jumped from behind the bus and landed in front of them. She had stopped on instinct and felt she couldn't go any further. The actions had finally caught up to her. Anxiety followed through her system and all Mary Jane could do was watch the creature in horror. It hissed menacingly at them. Its tongue swirled around as if it was hungry.

"Now what?" Flash cried out.

* * *

Peter, now as Spider-Man, knew that flying around from the suburbs to the city was no easy task. He had to use lamp posts, roofs of certain buildings and even houses to get to the downtown area. But he made it. '_Alright, now to my old surroundings where I have home field advantage_.' he thought and looked desperately for Mary-Jane. He knew that it was she that made it out of the school in a school bus.

'_There's that guy_!' he finally saw the car that was chasing the school bus on the downtown boulevard.

Swinging using his unique strands, Peter made his way to the street while chasing the car. Giving a giant leap, he got on top of the car. Putting his head upside down to look at the chameleon who sure enough was the one driving the car, he introduced himself. "Hi. I'm Spider-Man! You might want to pull over, you know."

"Get out of the way!"

The chameleon took out a gun and began to fire. "Get away you arachnid lover!" Peter avoided the shots with ease and shot off a web splatter to the man's hands sticking him to the steering wheel.

The other guy in the passenger seat tried to regain control of the car by putting his own hands on the steering wheel while the chameleon was subdued. "Watch out!"

Peter gave a big leap off the car and clung to one of the walls in the building. He saw that the car had hit a fire hydrant and stopped at last. The chameleon and the guy in the passenger seat were incapacitated at last. "Well that's the end of that chapter!" Peter chuckled as he marveled the sight.

Suddenly a scream was heard and soon several people were running away from the opposite side of the street. Peter thought his lenses he had on his mask widened with shock as his own real eyes did as he saw the reptilian creature facing a certain school bus.

"What the hell is that?"

The creature began to slam the front of the bus with his fists trying to get inside. 'Mary-Jane!' Peter thought with concern. Avoiding the people who saw him, Peter swung to the direction of the bus. By that time, the bus was turned over and Peter no doubt heard the screams inside.

Just in time, Peter used his momentum to kick the creature away from the vehicle. Both legs swung out and hit the creature in the abdomen sending him tumbling down the street where several cars were dented instantly because of the impact made by both him and the lizard creature. People on the sidewalk were now watching with interest and some were watching in fear.

"Holy crap, it's Spider-Man!" Kong pointed out as he climbed from one of the windows of the bus.

"He's gonna fight that thing!" Flash nodded in agreement.

"Oh my God!" Gwen cried out in amazement.

Peter tried to ignore the fact that Kong and Flash as well as Gwen and Harry were inside. He tried to concentrate on what he was facing. His foe seemingly answered.

"I'm the lizzzzard." he hissed at him. "Who are you that daresss to challenge me?"

"You should know who I am by now, baby-Godzilla!"

Angry, the lizard swung out its tail in an attempt to trip Spider-Man but using his reflexes, Spider-Man avoided the attack and jumped, did a front flip and let out both his hands in mid-air and let out his strands of sticky web to the creature. The tail was swung and as the strands stuck to the base of the tail. it swung again, sending Spider-Man to the other side of the street, where he landed gracefully without a dent.

"OK, I could have taken that as a 'I still don't know who you are.'" Peter muttered.

The lizard charged at Spider-Man. This time, Spider-Man jumped up and landed on the creature's back. "Hey! Don't you think it's time to wrap this up?" As fast as he could, Spider-Man spun around the creature and used its webbing in a rubbing fashion to encase the creature in what looked to be a cocoon.

The cocoon that held the lizard dropped to the ground in defeat. Spider-Man, who by now received several cheers from spectators made his way to the turned-over bus. Using his unique strength, Peter opened the backdoors of the bus. "Come on you guys!" he said cheerfully. "It's alright, you're safe. Anybody hurt?"

Flash came out who nodded at him and slowly, Spider-Man gave a nod back to him.

"Yeah, Mary-Jane." Harry coughed as she took out Mary-Jane and had her on his shoulder. She was slumped to the side.

Peter, as Spider-Man went to her side and was starting to worry when all of a sudden she gave out a murmur. "What happened?" a cut had appeared on her forehead. "Spider-Man?" she said with round eyes.

"In the flesh, or should I say 'costume'. I gotta say you took the bus driving too seriously." he said trying to humor her.

She then sat back up and gave a weak smile. "I'm alright."

"You guys should remain on the sidewalk, police and paramedics are arriving." Spider-Man replied. "You're gonna be OK..." he told Mary-Jane specifically.

She nodded. "Thanks."

"Someone get Gwen. I think she fainted or something." Kong let out a sigh of exhaustion as he got out.

"I'll uh...I'll get her." Spider-Man said. Harry helped Mary-Jane walk at that point.

Peter went inside and got Gwen, who looked unhurt but otherwise seemed as if she were sleeping. He picked her up with both hands and got her out of the bus. He walked outside to one of the opened ambulances that finally arrived. Gwen, woke up as Peter carried her.

He placed her inside the ambulance, where a shocked paramedic looked at him stunned. He nevertheless gave them some space.

"Peter?" Gwen said softly. She looked around both sides to make sure no one was looking. She whispered carefully. "Is that you?"

That point, Peter didn't know what to say much less what to do. Gwen had said his real name, '_My mask is on, so how come she knows me? She can't know who I am!'_ he thought. It was impossible that Gwen knew Peter and Spider-Man were the same person. '_How could she know_?' he kept asking himself in his mind. He did the only thing he could do.

He activated his web-shooter, which let out a long thick strand and swung away and out of sight.


	18. The Transition

**The Transition**

The news had spread throughout the country like wildfire.

The media was all over on what happened at that particular city street. Although authorities did not verify whether or not a monster had been loose in the city and that a certain vigilante managed to subdue the said creature. The rumors were enough to get people to start making new rumors themselves. New York was all what people talked about throughout the country. Whether the events were indicative of something great or terrible, people were anxious of what might happen next.

News coverage on television always had the reporter saying "_It is beyond impossible what just occurred here in this city. This was unlike anything ever witnessed.' _

Another reporter from another news channel had said another statement involving the Spider-Man character and the lizard creature. "_Sources are saying that a man-sized dinosaur and a man wearing a red and blue spandex suit were fighting it out in the street here." _she said while holding her microphone and looking at the camera.

A witness was now giving a statement as well. "_I was out here, walking home from work when all of a sudden this bus turned over and this green guy with a tail came out of nowhere."  
_

Another channel this time the CNN showed the highlights of the incident. The footage showed the bus that was flipped over on its side. Smoke came out of the engine. Firefighters and paramedics were already on the site tending to bystanders. A bar below the screen showed STRANGE FORCES AMONG US?

A reporter was heard throughout the footage shown. "The question still stands: Who is Spider-Man?"

The Daily Bugle was packed full of reporters and workers walking and pacing as fast as they could. Some were talking on their phones to their resources, a few were on their IPads typing in what they could find to look for something relevant that they can use to help them get an inkling of what was going on and yet some looked like they were going to lose their minds unless they could find an explanation. One man in particular, the chief editor of the paper himself J. Jonah Jameson tried to figure out the ultimate answer to both 'how' and 'why?'

Jameson was a man in his fifties with black and gray hair on his sides, giving him a style that suggested wings. So far, today he was on his second cigar and as he fidgeted in his mouth, the frustration he was feeling was unlike anything he had ever experimented. Never in his countless years of investigative journalism did he ever come across something like this.

'_Spider-Man…_' he thought as he shook his head. The name was unheard of and in J. Jonah Jameson's opinion, it should remain unheard of. He felt such a character should not even be out in such a city, let alone exist. Ordering his workers to come up with anything on the so-called person, Jameson waited a bit impatiently for anything that came up. It had been several hours now. The day was just starting and so far, Jameson had nothing.

The stress of not having anything vital on the character was enough to make Jameson place a hand on his temples in order to try and stop the pounding headache.

The door to his office opened which only added to his stress level. Without looking at the person coming into the office, he spoke menacingly. "Unless you have some news on this Spider-Man guy, do not come to this office." He warned while trying to control his tone of voice. Jameson had ordered his staff to come up with news on Spider-Man the minute after the matter with the lizard creature was over.

The man was large in stature. His suit made him look just as professional and superior as his boss was. "Look up, Jonah. It's me, I don't go out in the field, remember?"

Jameson looked and saw his assistant and friend, Robbie Robertson at the doorway. "Sorry, it's just…bad day. For once, it seems we're a newspaper business without any news. I mean, seriously this never happened before, Robbie! Nothing like this has ever happened before. Why this guy?" he pointed the table in emphasis. "Why are these strange people showing up?"

"Jonah…" Robbie approached the table. "Come on. What are you trying to say that we haven't already heard before? We're _all_ astounded by this. You can't expect for us to come up with anything. You said it yourself these are strange people. What do we know about strange people? Other than the fact that they're unpredictable?"

"I'm saying for the first time as chief, I have nothing. '_We_' have nothing. We're grasping at straws. We-" Jameson stopped when he had an idea on how to motivate his staff. Getting up, he got out of his office with Robbie in tow.

"Listen up! Stop what you're doing!" Jameson shouted from outside the entrance to his office. Rows of seats that had reporters and journalists on phones and computers seized at once. They all looked at their boss awaiting for what was the holdup.

"I understand you guys are doing the best you can in finding out who this Spider-Man is. But seriously...you guys gotta wake up. At the moment, I'm treating this like a competition because I can't afford another news group getting full detail on this guy. This is the Daily Bugle, the best-selling newspaper in the city! We have to keep it that way! What can we do to get some pictures and info on this freakazoid?"

No one had responded for awhile. It wasn't until a young woman named Betty Brant spoke up and stood. "You mentioned 'competition', if we're going to want pictures, let's give out a job."

Jameson began to point at her in satisfaction. "See that? Initiative, people." he said all around. "Post out an ad then! Permanent job for a picture of Spider-Man!" he declared.

* * *

The next day school had been canceled and Peter wasn't surprised. Classes had been suspended for the following week. Teacher and students were being questioned as to what had happened on school grounds. Fortunately, the school incident wasn't covered as much as the city event that happened on the same day. The aftermath was something everyone from school was dealing with in their own way.

'_This did not need to happen. What had happened was totally unnecessary_.' Peter thought.

He had no idea what the chameleon's true intentions were but all Peter could keep in mind was that the chameleon had come across the Green Goblin and he had mentioned Peter's name. He wished he could know more.

Making his way to the hospital, Peter passed by the same hallways to get to his aunt's room. Quietly knocking as he arrived, he made his way into the room.

On the bed, Peter's aunt stirred and moaned awake. She blinked. "Peter?" she groaned.

"Sorry Aunt May, did I wake you?"

"No, no, sweetheart. I was just thinking with my eyes closed."

Peter sat next to his aunt's bed. "How are you holding up?"

She sighed. "Much better. Physically anyway." She said and looked away from Peter and blinked as if she were about to break down again.

"It's just going to be hard knowing that your uncle's not going to be walking by my side at home anymore." she said sadly.

"I'm sorry, Aunt May." was all that Peter could say. He had an urge to want to cry as well.

"I feel better though, Peter. I really do." she nodded.

"You sure?" Peter asked.

"I've been so scared with how this city, this world was getting. But lately I've heard that there is a hero, a hero with special abilities out there who's willing to take matters into his own hands and do what's right." She said with a hint of a smile forming.

Peter had to smile as well. "Yeah, about time we had someone like Spider-Man out on the street and taking down some bad guys."

"If I ever see him, I'd want to say thank you."

"For what?" Peter said curious.

"For saving my life."

"How?" Peter asked carefully.

"He gave me hope."

Peter was satisfied with her response that he nodded. "I'm sure he'd say you're welcome, Aunt May."

* * *

Captain Stacy walked around the work area of the station with eager anticipation. Today was the day he was going to interrogate his witness. They had caught him prior to the incident yesterday. His partner Hutchson caught up to him with a file in his hand.

"What do we got?" was George Stacy's usual reply for whatever suspect they had in custody. Today was no exception.

Hutchson passed the file to Stacy, who he began to go over it. "Dmitri Smerdyakov, 32, Soviet-born. Did some work out at Germany and not the legal work we're all used to. I mean drugs, guns, illegal sales. You name it."

"What about that weird-ass suit of his?" Stacy said as he closed the file in disgust.

"Our specialists are going over it right now, Captain. So far, they can't make heads or tails on how it works or how he came up with it." Hutchson replied and at that point he and the captain were in the holding cells.

"We got people saying that he can change appearance at will. And you know where else I got the same answer from? My daughter." He said disappointedly. "She was there, Hutchson. She was almost dead."

"At least that Spider-Man character intervened. Who knows what might have happened…" Hutchson murmured.

"Yeah, the whole city's in an uproar over that guy." Captain Stacy shook his head.

As he made his way to the next corridor on the left, Stacy and Hutchson saw an outrageous sight. The chameleon was being led down the hallway, still bound from face, hands and feet. Two men in suits led him down the opposite end of the hallway. Several more stood beside the man's cell, one had a device in his hand and ran it over the room. Stacy could swear he could recognize one of the men, who seemed to be the main one in charge.

"HEY! WHAT THE HELL IS THIS?" Stacy shouted at the top of his lungs.

He ran over to the men standing by the empty cell. "What are you doing with my suspect?" he asked the man in charge.

"Hello again, Captain Stacy." The man said casually.

"Wish I could extend the same courtesy, given the last time we met, you didn't even give me a name. You have no right to take away my prisoner! You cannot do this!"

"Which is why I have a warrant here from the government, the '_U.S'_ government saying otherwise." He said passing a written mandate.

George was aware of the stamp and signature and so he did not bother reading it. Exasperated, he put it aside to his partner. "Who are you, really?"

"All I can say is that I am in charge of a special agency that deals with people like him. We're the shield that protects this country, better yet, we protect the world. Rest assured, this man will be held accountable for his actions. We are the new justice in other words."

"Uh huh." A disbelieving Captain Stacy said sarcastically. "Well you mind telling me then, why you haven't called me beforehand that you were going to initiate such a transfer?"

"We assumed you had other matters on your hands. Now, if you'll excuse me, Captain." The man in charge put on a long, black trench coat that an agent handed to him. "I have important things to do." He then walked away.

"This is bullshit!" a surrendering George Stacy whispered and along with Hutchson walked away from the men.

* * *

Adrian Toomes was a balding man who loved to be in on the action. As a former engineer, he had special knowledge on how electronic equipment functioned. He had a mindset on how things came together. In his work station that served as a garage, he went straight to designing his special project. Too long he had been seen as a nobody. It was time for him to come out of the shadows and be what he was meant to be.

"I sooo...want to be on television. If freaks can be famous, why should I be an exception?" he grinned evilly.

As he put his blowtorch down, Adrian saw his design complete. They were large metallic wings strapped to a belt.

"This will seem sudden. But the people have to know that freaks are going to be the ones who will rule the world from here on in. Spider-Man..." he said as he put on the wings. "Prepare to meet your angel of death! I'm going to be the infamous one!"

* * *

Peter came back home with a smile on his face. His aunt was getting better and so his mood was all for the better. Turning on the TV in the living room and skipping the usual news which he had already seen, he put on a movie. While at the same time, he picked up a science book and began to read. He found it hard to concentrate on what the book was telling him while his mind wondered on Mary-Jane next door.

"You're going away from me way too early." Peter whispered.

He wished he could go to her house right now and take her into his arms. But she wasn't at home. She was at another hospital in the city and didn't have permission from the nurse to see her. Frustrated, he went back to trying to read but the phone rang. Looking at the caller ID, it was an unfamiliar number.

"Hello?"

"Peter?" the soft voice on the other line asked.

'_Mary-Jane?' _ he wanted to say. But of course, he had to be sure when an unsuspecting caller phones in. "Umm…who is this?"

"It's Gwen, Peter."

Peter groaned. "How did you get this number?" he asked her.

"Your friend, Harry gave it to me." Gwen responded.

"Of course he did." Peter nodded and shook his head in frustration.

Peter wanted to roll his eyes and began to sigh. '_Really?_' he thought. He never wanted to speak to Gwen. Not after what she planned to do to him. But at the same time, he wanted to hear her out. "What do you want?" he said carefully.

"I just wanted to talk to you."

"Well, there's nothing to talk about. Flash pretty much admitted the whole thing, remember?" he bit out angrily.

"Peter, I'm really sorry. Just listen to me. When I asked you out the first time, Flash told me to ask you out so he could lead you to that horrible prank-"

"You mean 'you' wanted to lead me. It doesn't matter, Gwen. It makes you an accomplice!" Peter almost shouted.

"I'm sorry…"

Peter could hear her cry at the other line which only added to his disgust and so he spoke back. "Now you just want me to forgive you just so that you can make yourself feel better! Don't you know what I'm even going through? My uncle died! I don't know who I am as a man! Why can't you guys just understand me beforehand?"

At that point, right there and then, Peter got to thinking. '_I still don't know who I am. Even if I am a superhero now.' _Asking Gwen to understand sounded a bit selfish and for that he backed off and waited for Gwen to say something.

"Peter, all I can say is I'm sorry. But I do like you. I really do."

"What?" Peter frowned.

"I'm in love with you, Peter. Please…can we meet so that we can talk about this?" she begged.

Peter once again became speechless and agreed that he should meet up with Gwen. '_She's in love with me, now?_' he was amazed. Peter just didn't want to believe it. He didn't even know if he had those kind of feelings for Gwen. He felt more for Mary-Jane.

_'But she's leaving_…' a voice inside his head told him.

"I'll think about it." He merely said. "I have to go. I'll call you back. Don't bother leaving your number. I have it recorded here."

"OK, good-bye Peter. Take care." Gwen said meekly.

Peter hung up and now was faced with a dilemma. "I'm going to have to tell her face to face that I don't want her. That's that." he said and snapped his science book shut.


	19. The Distortion

**The Distortion**

Being bored was something everyone dreaded to be.

Norman Osborn was someone who was not to be taken lightly. He had many things he wanted to do. By 'things', it meant trying to find Peter Parker, find Spider-Man, and find the public's regard. But right now, other things, which of course were business related, was bothering him immensely, one with his nemesis Spider-Man being in the public eye. Norman didn't know what to do about him. The man was just as strong and agile as he was and for that he remained infuriated. It made him seethe knowing that the man wearing a ridiculous spandex suit was now getting the public's attention. '_So now he gets the attention_?' he asked himself.

At the moment however, he was still a big corporate titan and first things were first. Since Connors remained MIA, Norman had ordered his secretary to mail in the letter indicating he was permanently fired. It seemed fitting considering he had not returned to work to show Norman his formula. But personally, Norman preferred to have fired him face-to-face. Wherever he was, Connors wouldn't remain gone for long. Something told Norman that he would be dealing with Connors again.

His other problem was underway. It was the reason Norman sat in his office collecting his thoughts and emotions. He tried to decide what approach he was going to use when his representative came in. '_He's going to have to come up with some answers and those answers better impress me.' _News of a possible serum stolen from one of his departments was enough to get him riled up. Now he was going to take his anger out on the man, who let such a thievery happen.

His secretary buzzed on the speakerphone.

"Yes?" Norman muttered.

"Mr. Robinson is here to see you."

"You may send him in." he said apathetically.

As expected, when his representative came in, he was looking very nervous. Like a predator stalking a prey, Norman began to make his move. Norman spoke as Rajit Robinson, his lifelong representative of the cross-species division as well as other departments, stood rather awkwardly behind his desk.

"I was under the impression that the department had high level security clearance, let alone an advanced security system. You want to tell me how it was that the perpetrator orchestrated what I should believe to be an impossibility?" Norman growled.

"Whoever it was must have had easy access to the system. Either that, or an employee ID card, or-"

"Don't you dare make an ass out of you and me!" Norman warned. "I want to hear things that are considered official and discernible! What do we know for sure?"

"We have our experts going through the system to find any leads, anything that he could have left behind!" Rajit insisted. "Aside from the serum, we have no idea what else he could have done. We don't want another problem to escalate."

"Here's the thing, Mr. Robinson. I'm not a corporate titan at the moment. Right now, I'm a mad titan!" he yelled and rose from his seat. "Stop dancing around me and tell me who it might have been!"

"Our analysts suggests that it is a criminal working for the kingpin sir."

Norman slumped back in his chair. "Of course it was..." he muttered. After a while, he spoke again. "What does this serum do exactly?"

Rajit spoke quickly. "The serum is mostly a suit-based formula. It was designed for the military. Whoever takes it puts his body into one large suit, similar to that of a...a..." he cleared his throat. "A rhinoceros, sir."

"A rhinoceros?" Norman said disbelieving.

"Yes, sir." Rajit nodded and went on. "The rhinoceros suit gives the wearer enhanced attributes such as strength and durability that's more powerful than an army tank."

"Robinson..." Norman sighed and pinched the bridge of his nose. The headache caused on by stress. He was getting very agitated. "I just fired an employee for being insubordinate, I have a large corporation to run which is not as easy as it looks, and I have to read about some guy in a spandex in today's newspaper. Ridiculous! Your job is on the line, Rajit! And you're telling me that a formula was stolen? A formula you say gives a person, 'rhinoceros' powers?" he said outraged.

"Our people in the department managed a breakthrough with this formula sir. It works believe me. We experimented on a few gorillas and in the process of giving them the serum, they showed a strength increase of 85%!" he insisted.

Norman shouted once more. "I don't care if the damn formula works, Rajit! My point that you're failing to get is that Fisk assuming again that it is Fisk is trying to swindle me." he said frustrated. "How do the analysts know it was Fisk, by the way?"

"We have surveillance footage of the entire thing, sir." Rajit spoke and handed Norman an IPad.

Taking it, Norman saw on the screen camera footage that showed where the theft occurred. He went over it and with his fingertips made the image bigger and focused in. All the scientists were going about their duties but someone caught Norman's eye. Hold on!" he cried. Surely it cannot be. On the screen, a scientist made a move that gave a man who did not have the look of a scientist, presumably a henchman for Wilson. the serum.

But it was the scientist that gave the man the formula that made Norman incensed.

"It can't be!" Norman seethed.

"Sir, what is it? Who are you talking about?" Rajit asked confused as he stood by his side.

* * *

Doctor Jacob Peterson looked at the unusual patient in the other room through the glass window. The man was in a seated position with several straps holding him to the chair. He could not make heads or tails how to approach such a person, one that was so strangely fitted with unusual devices on his back. The tentacles, large as they are, were suspended in the air via cables attached to the ceiling.

"Patient is of average height, stocky build. Where he was found was in an underground lair. Several construction workers were the first to arrive on the scene. Thanks to their quick thinking, whatever was going on down there is shut off and radiation experts are tending to the problem down in the tunnel. Effects of radiation ingested by individual remain unknown at present moment. Pulse is one-eighty over ninety. Patient has sustained minor damage to his optic nerves. It will seem he will have to receive laser surgery for his eyes. His spinal region on the other hand, remains...problematic. The unorthodox arms or tentacles as me and my colleagues refer to them is very difficult to determine. We find it odd to find in our x-rays that the arms have infused with the man's spinal structure. Almost as if they are one now. His vitals as stated, are steady. My approach at the moment is to try to wake him. "

The doctor turned off his tape recorder and went to work. Going to the control panel by his side, Petersen initiated the protocol in which several robotic arms came from the ceiling and attended to the other arms attached to the man's back. The arm shot off a blue laser at one of the claws on top. Petersen immediately put in another tape and spoke to the recorder.

"What I'm attempting is doing a diagnostic on the arms. I'm scanning to find out what they are made of and such. Again, this man has some unusual devices on him. He could very well be the strangest man I've ever seen thus far."

The scanner kept making its way downward until all of a sudden, Petersen saw it flinch. "What the-"

One of the arms grabbed hold of the laser arms and destroyed it with its claws. The rest of the mechanical arms stirred and got up and running. They were swirling in the air uncontrollably. The claw on one of them opened up revealing a yellow light. Petersen could have sworn that it was seeing him right now. He did the only thing he could do. He shut off the machine that kept the man up and running. The arms lay lifeless in the air once again.

"What the hell is up with this man?" Petersen said afraid.

Suddenly the arm began to move slowly again and Petersen did not know what to do but to stare in shock. The power of science apparently couldn't keep this strange man down. He picked up a phone stationed at the wall and pressed in a few keys as fast as he could.

"Security!" he cried out but then felt glass breaking as he turned and a sharp blow was issued to the back of his head, knocking him out cold.

* * *

Peter was cleaning up the kitchen while talking to Mary-Jane on his cell phone. "So I guess this is it huh?"

"I wish I could say this was temporary but I can't." Mary-Jane's voice said sadly.

"Well, I'll come by and visit of course."

"Pete, don't worry. I don't believe that long-distance relationships don't last. I do want to make this work."

"So do I. You know what they say, the shortest distance between two separate points is a straight line and what I mean by that is that I'll keep going for you. You're my goal, Mary-Jane."

Mary-Jane sniffled. "I really appreciate you saying that. I'm sorry but I have to go. My mom wants me to help her with the packing."

"Later then."

"Later, tiger."

They hung up. '_Tiger, huh?_' he smiled. He then turned serious when he had something else to do.

After Peter had called Gwen back and told her that he was willing to hear her out, Peter planned to meet up with her. The next day, Peter did the household chores now that his uncle was out of the picture and the fact that his aunt was still in the hospital. Going downstairs, he was preparing to do his laundry.

"So once again I'm talking to myself." He said as he folded his shirt. "Well, it's better than me going to see a psychiatrist. I mean this is the ultimate therapy alright."

Peter knew he was getting nervous. Meeting Gwen, he didn't know what to expect from her. He only knew what he was going to say. Before he found out what her intentions were, he had thought she was a good person. Now he didn't know what kind of person she really was. Basically Peter was afraid of what Gwen was going to try next.

"I guess I'll just have to wing it." Peter said.

After he was done with all the chores, it was time for Peter to meet Gwen. They had agreed to meet up at the local mall. Putting on his jacket, he headed on out when something caught his eye. In the basement, Peter looked down at the staircase where he saw something that was out of the ordinary. It was a card. An employee ID card.

"What is this? OsCorp?" Peter said as he read it. "Curt Connors?"

Peter looked around as if danger was about to come out of nowhere. His spider-sense wasn't ringing and so nothing came at him. '_Great, someone broke into the house! What did they take?_' he thought. Peter wondered as to what was taken and he had half a mind to call the police. Peter made his own little investigation right then and there. Kneeling down to where he found the badge, Peter made his way below the bottom staircase when his hand came across something peculiar.

"What is this?"

At the bottom of the staircase, a notebook was improperly taped up. By the lack of dust it had, Peter assumed it had been recently read. But it was obvious that the notebook had been there for a long time and that whoever broke into the house, jutted down a few notes.

"I don't get it then…why not take the notebook?" Peter muttered.

He opened the notebook and on it, Peter saw equations the likes of which he had never seen. It almost perplexed him. Looking at the back cover of the front page, he saw that the label had read PROPERTY OF RICHARD PARKER.

"This was my dad's?" he whispered.

Peter looked at his watch and saw that he was getting a bit late. Gwen was probably at the mall right now. Looking back at the old notebook in his hand, Peter shrugged and decided to look at it later. He put it on the woodened table.

Using his skateboard to travel, Peter arrived at the mall as fast as he could. Passing by department stores and video stores, Peter made his way to the food area where usual restaurants were stationed. Gwen had said that he was to meet her at a pizzeria. Looking around at the people near the restaurant, Peter saw no sign of Gwen Stacy.

He sat down on a table and stared at random areas where he might find anything out of the ordinary. Flash and his friends may have want revenge on him for what he had done to them that day after school. Peter assumed that Gwen might still be in league with them and might plan another prank.

'_I feel like leaving_.' Peter thought. Gwen had not shown up yet. Peter was growing restless.

"Hey Peter."

Without turning around, Peter waited until Gwen sat in front of him. '_Right on schedule_.' He thought sarcastically to himself. Standing near Peter, she gave a sheepish expression which was out of the ordinary, especially for her. Peter had to admit that she looked very appealing with her blond hair perfectly held in place. Her eyes were a thing of beauty and Peter could not describe them in words. Her skin tone gave her an even better look. Tanned and flawless. But he had to remember that he was still angry with her. So he kept up his silence as his usual defense mechanism.

So Peter said nothing and merely extended a hand indicating that she sat down. She did so and looked away from Peter.

'_Wow…deafening silence from her as well. What a surprise_.' Peter wanted to say. When it was too much, Peter finally spoke.

"So what's up?" he said staring off into the distance.

"I just…I don't know what to say." Gwen said holding her hands together. She couldn't look at Peter directly in the eye.

"Well I can't help you there." Peter muttered.

"I guess you can say I act with a certain mindset. Sometimes I still act like I'm nine years old. I don't know if you remember but we were in Kindergarten one time, Peter."

"No actually I don't."

"Of course not, we never talked or played together but I can remember all the times the boys made fun of you and Liz Allan doing what she did. All I could do was laugh at the time. I had thought you to be the one person whom everybody was supposed to be make fun of. It was like your fate as I thought."

"Is there a point to this story?" Peter was starting to become agitated and insulted.

"I'm sorry." Gwen held up her hands as if to say 'don't hurt me.' "The point I'm trying to make is that some of us haven't grown up. You have."

Peter looked at her interested now.

"You dealt with a lot of pain from what you've told me. You've changed as well. You've changed so much as a matter of fact that I can't help but be impressed by you."

"Me being smart impresses you now?" Peter rolled her eyes.

"I mean…overall." Gwen said hesitating. Her eyes told Peter that she longed for him and Peter could not help but be overwhelmed.

It then hit Peter right in the head. He was now reminded of a few days ago when Gwen had called him Peter when he was dressed as Spider-Man. '_How did she know? She's not supposed to_!'

Peter needed to go on a different direction in order to mislead Gwen about his superhero persona. "Where are you going with this, Gwen?"

"I asked you out the second time because Flash told me to. I'll admit that. But at that time, I was about to call the whole thing off because….I do have feelings for you." Gwen said as she let a breath of air out at the same time she said that sentence that made Peter go red in the face.

"Gwen…" Peter started when Gwen interrupted him.

"I love you and I can't stop thinking about you. I've been dreaming about you. You're in my head and not to sound cheesy but you're in my heart." She pleaded. "I'm so sorry for what I did, Peter. If I could take a time machine and go back to Flash ordering me to-"

"Then you wouldn't be here." Peter answered. "How would you know if you have liked me to that extent then? But either way, it doesn't matter Gwen because I don't have those feelings for you. I like you as a friend nothing more. The truth is, I'm in love with Mary-Jane."

"Mary-Jane?" she whispered.

"Yes. She's the girl of my dreams and she feels the same way I do. She told me." Peter nodded.

Gwen looked hurt now. Peter saw this and could not help but feel bad. She sat silent apparently unable to comprehend what she had just heard. She was in utter disbelief.

"I can't believe this…"

For a while, they didn't talk. Peter then spoke again."I forgive you if that's what you want. And what I can say is that I'm sorry that I don't love you, Gwen." Peter proceeded to get up and leave. Standing he was about to go when Gwen grabbed his arm and Peter looked at her in great surprise.

"Please…Peter give me a chance!" she whispered. "Don't go to her! Don't pick Mary-Jane!"

Peter looked around the area and he could tell several people were staring. Gwen was looking hysterical.

"You seriously like me?" he asked her in shock.

Gwen nodded. "More than you will ever know." She said with tears in her eyes.

Peter grimaced and thought he was in a hold he couldn't get out of. "I'm sorry Gwen...now please let go. People are staring." He said quietly.

"Peter I-"

The moment was broken when the glass ceiling above them shattered. Peter using his amazing skills grabbed hold of Gwen's hand and led her to the floor away from the falling glass shards. Several of which fell on top of Peter's back. But he was unhurt.

"You alright?" he asked her.

She nodded.

The people in the eatery were starting to stand up slowly but Peter's spider-sense was tingling. '_Oh no! What now?' _

"What is that?" Gwen asked.

Peter saw to his surprise of a man descending from the sky through the broken ceiling. The man had what appeared to be mechanical wings that enabled him to fly. He had on a crazed look on his face which only enhanced the fears of everyone in the mall.

"Hello everyone! Having a nice shopping spree?" the man asked casually. "Well I hope so cuz, I'm actually planning to do a little shopping today as well. So if you will kindly give up your purses, wallets and other valuable belongings, I'll be on my way then!" he cackled and spread his wings in emphasis.

'_First the Goblin, then the chameleon, the lizard creature, now him? What the hell is going on here?'_ he thought. The thing about it is that another incident was going to go worldwide and fortunately Spider-Man was going to save the day.

'_That's because I actually brought my suit this time_.' He thought with determination.

Unfortunately with Gwen right by him, he was unsure of how to change into his costume without her or anyone else looking.

'_I need a plan._' He thought.


	20. The Difference

**The Difference**

"In an orderly fashion, if you please!" the man with the large, over-the-top wings bellowed out. The maniacal look was enough to get people even more fearful. Flapping his wings now, the man began to hover a few inches off the ground. People gave off impressed expressions and some gasped in horror. Hence, almost everyone was too scared to comply with what the crazy man was asking for.

'_Well, he just came out of nowhere_.' Peter thought. The act was uncalled for as Peter thought and completely unexpected. Peter did not understand how such people turned weirder than he was.

"Shall I have to resort to doing things myself, then?" he shouted with terrifying glee.

With no hesitation, the psychotic man began to fly around the entire mall grabbing several people and stealing their belongings in mid-air. He dropped several of them screaming near several small inflatable houses put on display.

'_Why am I always put in these situations_?' Peter thought suddenly panicking. He could not risk compromising his secret identity.

"It's an airborne attack." Peter whispered.

"Oh my God! Peter do something!"a desperate Gwen said as she grabbed his lapels.

He could not let Gwen know about his secret. _'I can't let anyone know_.' he thought but it was what he really wanted to say. In the midst of the occurring chaos, Peter did the only logical thing he could do right now. He took Gwen's hand and made her run with him.

"Come on!" he had said.

As he ran alongside the crowd of people that ran as well, Peter saw to his horror several people still being picked up. Peter did his best to avoid being grabbed. He also had to protect Gwen. For some reason, he had to. Despite everything she did to him, he could not afford her getting hurt.

Eventually Gwen and Peter were running alone in an empty floor. Peter led the way and he knew he was just trying to mislead Gwen. At the same time however, he needed to become Spider-Man to combat the flying man threat. They entered a vacant department store where Peter and Gwen immediately hid underneath a register table.

"Peter, what are you doing?" she whispered and panted at the same time.

"What do you mean?" Peter tried to sound as perplexed as he could. "We're hiding. Can't let that flying nut get us." Peter muttered.

"I mean, I know about you. I know you're _'Spider-Man_!'" she said out loud.

"Huh?!" Peter said sounding like she was nuts. He had to lie unfortunately. "What are you talking about?"

Gwen explained everything in a rushed whisper. "I saw you, Peter. That day at the stadium when that green pointy-eared creature showed up. You were there kneeling beside a man who was shot. My dad said it was Ben Parker, your uncle."

Peter looked appalled and for that he couldn't say anything. _'She was right behind me that night! I thought I felt her presence.'_ he thought. All of a sudden, he felt he couldn't gulp and did nothing but stare away from Gwen.

"I wasn't there, Gwen." Peter whispered.

Gwen rolled her eyes. "Peter, this isn't the time for the secret identity bullshit, it's time for you to kick some ass, now go put on the suit!" she said urging him to go.

There was something in Peter's mind that told him to follow Gwen's advice but seeing as he was adamant on keeping his superhero side a secret, he had to keep up the act. "Gwen...I'm sorry. But I'm not Spider-Man. I don't know why you think I am." he said shaking his head.

"You're going to let that crazy guy just get away with people's money just so you can keep pretending to be a nobody?" Gwen said a bit infuriated.

'_And just when I thought she liked me for being me...Well, all the more reason not to be with her._' Peter said in his mind.

Peter thought that was the last straw and he had no choice but to go with a unique alternative. "Just because I'm not Spider-Man...doesn't mean that I want that maniac wreaking havoc!" he said standing now.

"So you are going to do something?" Gwen nodded.

"Yeah..." Peter took out the one object that was going to get them out of their predicament. "I'm calling 911!" he declared as he put his cell phone in his ear.

Gwen looked astounded.

"Sorry.." Peter started as he saw Gwen's look. "But I don't have Spider-Man's phone number." he muttered as he marked the number.

Suddenly another loud noise distracted Peter. He saw that the walls of the store burst and in came the man who had a strong fascination with flying. He saw Peter and looked at him in devilish delight. Without tearing his gaze away from the dreaded man, Peter made a motion with his fingers indicating that Gwen not leave the desk. Right now, Peter was caught. If anything happened, he would want to happen to him and not to Gwen.

Peter decided he was going to go with his usual charm. _'I'm just gonna wing it. No pun intended, of course.'_ he thought. "How ya doin?" he nodded and added a smile as a personal touch.

"Hi. How's it hangin?' the man nodded.

"To what do I owe this sudden outburst?" Peter said sarcastically.

"The outburst of...the Vulture!" he gave off a huge grin.

"Man...that's some get-up you got there. Trying to make a name for yourself with that?" Peter pointed at his wings.

"You got that right." the man calling himself the Vulture stated. "I mean, hey! I didn't make it as an engineer. Lost my job because of how the economy is. But hey, I found another goal! Crime!" he said the last word with a hiss.

Peter waited for the man to further elaborate.

"You see, that's what this world is coming down to. People taking things! So basically...aside from other freaks in this city, I'm going to be ahead of them!"

"You sure got some goals alright and I know where this is going..." Peter said as he slowly walked around while the Vulture's wings flapped in response with every step he took. "But you I'm afraid you ain't getting anything."

"Oh! So you're one who likes to take a moral stand now huh?"

"Calm down, old-timer. What I mean to say is...you're not going to get very far." Peter said with determination.

"And just what do you mean by that?" the vulture asked outraged.

It was now Peter's chance. He threw a perfume bottle at the man. The Vulture immediately spread out his wings in front of him as a shield. The perfume shattered due to the steel-like wings he had on.

Folding them back, the Vulture looked stunned as Peter was nowhere in sight. He turned from left and right and eagerly tried to find him. "You youngsters always getting hotheaded huh?"

SWIP!

The sound was enough to make Vulture look to his left and for that he did not have time to deflect an entire table being thrown at him. The Vulture was hit back several feet until he was out of the store entirely. The table broke upon impact.

On the floor, several people whom were hiding took a peek at what was occurring. The vulture was staggered from the hit and got out from the broken wood and plaster on his body. He had seen what threw the table. A long sticky strand had been attached to base of the table. "Now, that's a horse of a different color." he muttered and groaned from general discomfort.

Gwen, by that time, got out from the desk and walked out of the store to see what was going on.

"What the hell was that?" the vulture had asked coughing now.

"Me!" a gleeful voice from the back of the store responded.

A web-line came out several feet from the inside of the store and the end of it attached to a support column outside. Out swung Spider-Man in full costume and clung to the wall next to the store.

"Oh great! You now?" the vulture was annoyed.

"Yesiree. I hear you're crazy as hell and that you can't seem to take it any more. If you know what I mean." Spider-Man said.

"You smart-alecky freak!" the vulture growled and flew toward Spider-Man with incredible speed.

Spider-Man got out of the way in time to avoid the tackle. As Spider-Man flipped himself upward, he saw that the Vulture crashed to the wall as expected. Apparently he didn't stop in time. A dent had been made immediately, the Vulture was still an old man from what Peter could tell. Aside from his impressive wings, the vulture wasn't invulnerable and it was noted from the blood coming out of the man's nose. Getting out of the crater he was in, the vulture pulled his head out and saw Spider-Man, who was already beside him clinging on.

"I think you're retired, buddy." Spider-Man said as he gave a hard punch to the Vulture's jaw.

The Vulture was knocked unconscious from the blow and fell away from the wall and down to the floor where a large spider-web was immediately formed from Peter's web-shooters.

Spider-Man landed on the floor with incredible ease. With his lens, he was surveying the man caught in the web he made. "Sorry, to do that old timer." he said to the unconscious Vulture. "I don't usually hit senior citizens. But damn man, you need some professional help."

Several people came out of the stores and formed a large circle around Spider-Man and the Vulture in the web. All of them looked relieved. Some were pleased that the matter was settled. Spider-Man saw this, nodded, and gave a thumbs up to the people. A standing ovation was given and Peter saw to his astonishment many people clapping for him.

Gwen, who had stood outside the store and saw the spectacle, ran to the scene where Spider-Man was standing. She just couldn't believe it. "You're amazing!" she said to him admirably.

"Umm...thanks I try and who might you be?"

"Peter, drop the act. I know it's you. Relax, it can't hurt for several people to know." Gwen said.

"'Peter?' Oh! You mean the guy who ran out of the store after throwing a perfume bottle at this guy?"

"What?" a disbelieving Gwen asked.

"He ran off. He was mentioning something about warning the authorities. Now that's a real hero." he pointed at the store in emphasis.

Spider-Man and Gwen looked ahead as several security guards and police made their way to the scene. One officer in particular pointed at Spider-Man and shouted "Hey you! We want to talk with you!"

"Apparently that's my cue to leave! See ya!" Spider-Man waved and shot off a web-line and got out through the hole that the Vulture had made a while ago.

Despite the officers wanting to get Spider-Man, several people were chanting his name. SPIDER-MAN, SPIDER-MAN, SPIDER-MAN!

Gwen apparently was not taking Spider-Man's departure pretty well. She had wanted to know more. The guards and police had made a perimeter and apprehended the man called the Vulture. Gwen didn't care. She was very upset.

"Hey what's going on? Is everything OK?" Peter said as he ran towards Gwen.

"Peter!" she said with great surprise. "Where were you? Please tell me the truth! You were Spider-Man and managed to subdue this deadbeat, right?" Gwen asked carefully and pointed at the police taking in the Vulture in handcuffs.

"Gwen, I had to leave so that I can get the police and the security team out here. That's why I motioned for you to stay under the desk so that that creep wouldn't get to you."

"You really expect me to believe-"

"Yo, kid!" an officer came up to them. He then shook Peter's hand. "Thanks for getting us kid. Who knows what else could have happened here."

"No-No problem sir." Peter said as he shook the officer's hand in return.

The officer then went on his way leaving Peter and Gwen alone again. Peter gave Gwen an 'I told you so' look.

"So...you just went off and got these guys, huh?" Gwen asked reluctantly.

"Yeah. After I got outside, the security team was stationed at the other half of the mall. They didn't know what was going on until I told them. They called the police." Peter explained.

"I see."

"So you say Spider-Man was here? Damn, I knew I should have stuck around a bit longer to just, you know to just see him, Gwen." Peter said with as much disappointment as he could muster.

"Yeah, I guess." Gwen said morosely.

They finally left the mall with Peter and Gwen ending up standing in the parking lot with the firefighters and police cars all around. "I know you're disappointed that I'm not who you think I am, Gwen."

"Tell me about it."

"You've hurt me. You called me a nobody when we were hiding and-"

"Peter, I didn't mean it like that!" she gritted her teeth. "Like I said before I do like you and when I said 'nobody' I mean just an average person. That's all."

"You sure have a way with words then." Peter muttered.

"I deserved that." She went quiet until she spoke again after a while. "So you love Mary-Jane then?"

"More than you know." Peter repeated Gwen's words.

She nodded slowly. "I guess I'll have to find some other way then."

Peter raised his eyebrows. "What do you mean?"

"I mean, I'm not going to stop until you're my boyfriend, Peter."

Peter sighed. "You do understand how that makes you sound?"

"Love makes you do crazy things." Gwen said simply. She began to walk away leaving Peter alone, looking confused. She then stopped, turned back toward him and spoke. "But I'll be your friend, Peter if that's what you want and I know I've made some mistakes but I'll try to earn your trust if that's what it will take. I'm saying maybe we can start over."

Peter looked a bit pleased with Gwen's approach. "Alright then. Sounds fair." Peter agreed after thinking about it.

Gwen then added a farewell. "See ya later..."

"Yeah. See ya." Peter said with a hint of a smile and walked away from her.

"..._Spider-Man_." she smiled mischievously as soon as Peter was out of sight.


	21. The Separation

**The Separation**

It had been a while after he opened his eyes. Aside from a sliver of light poking in from the window, the room was unbearably dark. The small cell Connors was in was not to his liking. As a former Army soldier, Connors had been captured by the enemy at one time and it was an event in his life, he never got over. Now, back in a cell that reminded him of his days in capture, Connors was terrified beyond all measure.

Connors tried to study the room he was in so he can gain some sort of advantage over how to escape. '_Know your enemy's place and you'll never think of it as a maze_' was what he was taught in the army barracks. Back then, he didn't understand that very saying and he didn't know what good that particular teaching would do now. He had been labeled a coward throughout his whole life and so he never learned to act for himself.

Although recently, Connors had transformed into a giant reptilian beast capable of great strength and agility and he had not been himself throughout the whole process but one thing he knew was when he was such a being that his inhibitions, the limitations, the flaws that held him back were non-existent when he was quote unquote the Lizard.

'_The Lizard.' I guess I'll accept that name_.' Connors thought resignedly.

He remembered that the formula was made to regenerate lost limbs, scars, and torn ligaments, in this case Connors' own arm that he had lost in the war and which was the contributing factor for his naivety and fearfulness in the long run. He was very fascinated with lizards seeing as how they have regenerative capabilities. Studying them further, Connors eventually found the inspiration to try and make humans regenerate as well. But of course, the formula he had made was not what he thought.

Sitting in the small cot which was the only other thing in the room besides him, Connors tried to think of what it was like. He tried to remember what having such power felt like. It was incredible having such strength. As he tried to remember, flashes, random images in his mind began to awaken.

"Aah!" the pain of remembering seemed to be too much for Connors and so he put a hand to his forehead to stop the debilitating headache. All the while, he was remembering attacking a young man at a school who bore a strong resemblance to Norman Osborn.

Curt knew Norman had a son. His name had been Harry. He had seen him a few times at OsCorp, presumably to visit his father. He didn't know why he tried to attack him but Curt only assumed it was because he had thought Harry was Norman. But what really made Curtis even more overwhelmed with awe was that the so-called Spider-Man went up against him and defeated him. Connors was curious about Spider-Man.

'_Who was he?'_ he wanted to say. At the moment, where he was in right now was far more important than knowing about Spider-Man.

Disorientation, matched with the random images of past events, coupled with being in a small cell in which he assumed must have been in a secluded location from the dark, ominous look of it, Connors began to yell out to whoever could hear him.

"Hello! Can somebody hear me?!" he called out to the ceiling. "May I ask where I am?!"

His anxiety was getting the better of him and so he continued yelling erratically. "What is this place?! Who are you people?" Connors thought he was going to lose his mind with the lack of response that he received. Instead he resorted to banging on the steel door with his fists. He stopped banging seeing as how his hands were red and sore and so he switched to kicking. But the kicking didn't even make any sound because of how hard the steel was and so he stopped.

"Am I in jail. An asylum? Where am I?" he yelled.

Connors thought right then and there that was going to have a panic attack and as he stopped his yelling, he began to pace around the small room he was in, trying desperately to come up with another alternative. He needed someone to answer him. The silence was as unbearable to him as the small room was which was making him claustrophobic.

For a few more minutes, Connors continued to yell with no one answering his pleas. After that, Connors eventually sat huddled in a corner with his knees to his chest and began to tremble. There was virtually nothing else he could do. He was going to have to wait until 'they', whomever it was that brought him to the cell, would come up with a response on their own accord.

Since his voice was croaked from all the yelling he started, Connors resorted to thinking in his mind.

'_If only I was the Lizard again, I could have the strength to get out of such a place_.' he looked around to see how he would pull it off. _'Oh! But even in my alter form, escaping would still be futile._' he shook his head.

As if his prayers had been answered, a loud bang occurred from the other side of the steel door a few inches away from him. Connors stood and stared at the door in eager anticipation.

"Is someone out there?" he asked out loud. "Hello!"

To further alleviate the anxiety Connors was feeling, the door opened entirely. Slow at first, the door finally stood ajar. Connors' eyes were wide with shock as he stared at the person standing in the doorway.

"Hello, sir." he said dejectedly.

Norman Osborn stood there with his usual gray business suit and expressionless demeanor. His size and stature was one of intimidation. He gave off a serious look that made Connors wished he never asked for anyone.

* * *

Going to a funeral was never fun. The word 'fun' did not register in a funeral. Peter understood why. Headstones, tombstones, sanctuaries of loved ones were not what Peter ever wanted to witness on a first-hand basis. Standing in a cemetery overlooking the casket carrying his uncle, Peter could not help but shed a tear. His Aunt May was beside him. He helped her stand appropriately. Apparently the shock was unbearable to register.

As the man gave the eulogy, Peter stared at the tombstone with tear-soaked eyes. He gripped his aunt's hand tightly who in turn gripped his.

BENJAMIN FRANKLIN PARKER

_Beloved Husband, Uncle and Father._

_'Responsibility is the backbone.'_

_1953-2013_

Peter was glad that the headstone included everything he wanted to have read. For that he was grateful. Keeping his chin up as best he could, Peter looked to his right and saw Mary-Jane with her mother beside her. She gave him a comforting look and Peter gave a half-nod. Peter heard the priest say his final sayings.

"…for he is risen. The first born from the dead. Ensure and certain hope of the resurrection onto eternal life to our lord-"

Peter could not bear it. He let out the tears to the man who had been the closest thing to a father he ever had. Peter knew that the night at the hospital, Uncle Ben had tried to say a life lesson but Peter chose not to care. With everything that has happened to him in his life, from here on out, Peter obeyed that particular line.

'_With great power comes great responsibility_.' He thought.

As the funeral concluded, Peter and Aunt May walked side by side back to the car which belonged to Mary-Jane's mother. Aunt May had thanked her for that as well as for their involvement at the funeral. The ride back home was a quiet one and Peter expected it. He didn't say a word either. He was trying to get over burying his uncle.

As they arrived back to the house, Peter motioned to his Aunt that he will be inside within a minute. Mary-Jane's mother was waiting in the car. A moving van had been stationed by her house. A sign had said that the house was put on for sale. It was the day that Mary-Jane had to go. Walking down the porch stairs, he went out on the sidewalk where she saw the amazing redhead standing there.

_'Another one to leave me_.' Peter thought with melancholy.

Peter walked toward her and cherished each step he took. He cherished that graceful look within her. Peter had always known that Mary-Jane was beautiful, strong and intelligent. He just never knew that she will never get to see those qualities, much less 'her' ever again.

"Thanks for coming." Peter had said.

"It's alright, Peter." Mary-Jane began to sigh as she came close to him.

"So I guess this is it too?"

"I guess so." Mary-Jane nodded.

Peter looked down at the ground trying to come up with something good to say, anything to make Mary-Jane stay around a bit longer.

"You're not alone, Peter. Just because your uncle is gone."

"I know that." Peter smiled. But in reality, he was feeling worse than ever. '_To a superhero such as myself, my destiny unfortunately…is to be alone.'  
_

"I'm going to get an apartment in the city in over a year. Maybe you should do the same."

Peter was overjoyed at the idea of living on his own. But until Aunt May bounced back, he wasn't sure if he was going anywhere. "Yeah. Maybe."

The conversation was indeed flailing. The silence was deafening between the two. Finally, Peter did the only thing he could do. He etched himself closer to Mary-Jane. She did the same until the space between them closed almost entirely.

Mary-Jane and Peter closed whatever gap was left and the two kissed. First slowly, then intensely until they were in each other's arms. Despite the rain, Peter kissing Mary-Jane took away all the pain.

They broke off leaving them still embraced. "This isn't good-bye." Mary-Jane understood.

Peter nodded. "I'll find a way back to you."

"It'll be hard. But I know you can." Mary-Jane whispered. "If you can wait, I can wait."

They gave each other another quick hug before she walked away from him. Peter felt as if all the air had been sucked right out from him. He couldn't breathe. He felt as if a part of him had been gone now. As he saw her walk away toward her mother's car, he had an inkling, a feeling inside that told him, it would be a long time before he ever saw Mary-Jane again.

Peter went toward his house and told himself in his mind. '_I guess now the superhero part takes over_.'

* * *

Stealing a formula so that he can make any man working for him powerful was the right call. '_Especially what with that Spider-Man guy always interfering in any petty crime? Doesn't he have anything better to do?_' Fisk thought angrily. In his hideout which was an old abandoned warehouse, Fisk knew that eventually the money he will have amassed would be enough to start a whole new business, a new venture for him.

Wilson approached the man who came out of another room and into the empty hanger. It was one of his subordinates. There they stood in the center of the large open area.

"So how is our new foreign 'friend'?" Wilson smirked.

"That Sytsevich guy or whatever his name is called? Let's just say the serum is still doing the work on his system. He's sleeping. I have no idea how long that stuff is supposed to take effect." he said frustrated.

"Well then, I guess we're going to have to speed things up then." Wilson said a bit disappointed.

"Meaning?"

"Meaning that we're going to have to steal another serum."

"Alright, let me do it." The man suggested.

Wilson only frowned.

"I want to prove myself, Mr. Fisk. Earn my keep. I promise no harm, no foul. But only when necessary." He added with a smirk.

"Well, I do agree that Schultz has been shadowing my other employees as of late but I guess I can give you a chance, Mr. Marko." He smiled.

Flint Marko, wearing a green shirt with brown pants looked ecstatic now. '_Hopefully he can give me enough money so that I can support my family!_' he thought excitedly.

"You do this and yes you will be compensated very handsomely. Provided you do this with some finesse."

"I ain't lettin' you down, Mr. Fisk!" a determined Flint said with a grin.

* * *

**Author's Note: **Obviously I haven't done one of these in my later chapters. I like to thank everyone who has been keeping up with this story. You guys are the best, you really are. The second reason why I'm doing a note is because it will be a while before I can update again. I'm on vacation this week and I'll probably have a new chapter in about two or three weeks. I'm going to be out of town(out of state rather.) and I don't know what shape I'll be in when I get back. Consider this chapter a TO BE CONTINUED or a hiatus rather. Again, it'll be several weeks before I can get a new chapter in. But hopefully I'll return 100% Thanks for reading! I'll be back in several weeks, so don't anybody worry! :)


	22. The Reconstruction

**Author's Note: **Hello, everyone. I'm back from my vacay which surprisingly wasn't very long. This chapter is a bit long and I'll have more coming up soon. Hope you enjoy!

* * *

**The Reconstruction**

It was a new beginning. Peter knew it. He could sense it. He could feel it. Like a rush of adrenaline that spread in his veins like molten metal. It was a revelation that kept him focused. It made him hardened. It made him humble. Many things had happened to him. Both good and tragic. It was time for Peter to start over. A variety of virtues were given to him that he had a hard time wondering whether he could keep up. But ever since he had been embedded with special abilities brought on by a radioactive spider, Peter knew it pays to multitask.

He tried burying the pain of losing his uncle, that and trying to ease the heartbreak of Mary-Jane who had moved away. Instead Peter focused his attention on the arrival of several superpowered individuals causing city-wide terror. Paying attention to the news was what made Peter razor-sharp. He even tried to stop petty criminals as well.

_'__I have a responsibility now. I have to put my abilities to the test!_' Peter thought as he stifled a grunt.

At the very moment, Peter opened his eyes and saw that he was on top of the highest building in New York. Upside down on the edge of a building. He had been exercising constantly for the last few days. Going up and down repeatedly while having his feet pointing towards the sky.

"That's got to be like, what, 300 of those I've done?" A careless Peter said after he did his last repetition. His heart rate was already at an appropriate level of beating. He was ready. Flipping himself straight up and standing on the edge, Peter sans Spider-Man costume took a long gaze at the skyline that was New York City.

A small portable device was hooked to Peter's ear. The cable that ran from the device was attached to a small radio he had taken from the police dumpster. The radio had been broken of course, but Peter being resourceful in technology was able to fix it as well as make a few minor adjustments to it. He was now able to intercept several calls coming in from police officers calling back to the station.

Twisting the dial on the radio, Peter heard the incoming calls from several dispatchers. First, he wanted to know if there were any cronies out there using special abilities for their own personal gain.

'_Why do I want to stop them? They remind me of me. Of what I once was. Of what I want to correct. This city should not have people like them_!' he vowed.

As the dial turned by his fingers, Peter heard statements that made him go uneasy.

_'__Domestic Disturbance at 137__th__ and Broadway'_ Peter twisted the dial for anything else.

_'__Attempted Robbery at the Tellers Marketing-' _Static had been heard breaking up the sentence.

'_Burglary at the bank at-' _Peter had heard enough and turned off the radio.

It was time for the city to be aware that there was one man willing to do what was necessary to secure the safety and peace of every innocent civilian there is.

As if he found his purpose all over again, Peter took off his jacket and jeans leaving him in his Spider-Man costume. The suit had undergone a few variety of changes. The triangular lenses on his mask were wider with more white shown and the spider-web motif was spread throughout the red area of his suit. His boots had the web design all over them as well. The spider symbol on his chest was much blacker and shinier.

'_So yeah, I'm dressed to impress I guess_.' Peter smiled.

Peter put his mask on. He pressed his two middle fingers to his palm and activated his web-shooter which of course, shot off a long strand of web so fast, one could hardly blink. He sailed off and was about to do what he did best.

Slinging away and using the buildings to help him get to where he needed to go became second nature to Peter now. Every time he flew, he felt like he was having the time of his life. In the air, he shot both strands from his hands which connected to random buildings, and flipped himself upside down with incredible skill that no other athlete could pull off.

_'__It's time I let the world see me.'_ Peter thought as he slung away.

Indeed, Peter knew his actions would cause some heads to turn. '_Some 360 degrees of course_.' And yet, Peter knew there were going to be some people who would cast suspicious shadows to him. They would go crazy at the thought that there was actually a person like Spider-Man actually existing. Peter used to be such a fearful individual. Not anymore. Extraordinary people were existing. In such a world, Peter knew it was impossible.

'_Well it's happening and I gotta stop those guys if they get out of line._' Peter thought.

Peter as Spider-Man arrived at Broome Street where a burglar was seen with a woman in tow. As the man got out of the convenience store, the man acted more unhinged with the woman as his hostage. He carried her while she screamed. His gun was in his left hand and made menacing gestures as he ran with her.

The two were running on the sidewalk. The aggressive man began pushing people out of the way.

"Hey what the hell?" a student who had been listening to his IPod frowned. Several people expressed their frustrations as they were pushed aside from the abrasive man.

"You try and get away from me, I'll shoot your face clean off! You understand!" he said as he ran pushing the crowd aside his gun hand.

The woman whimpering and crying merely nodded.

"You understand?" the man repeated.

"Yes." The woman managed to say.

The people on the sidewalk had no choice but to let them pass. Some of them were worried which showed on their faces. Some of them pointed at the situation passing them. Some shouted their worries.

"Hey man! Someone needs to help her!" a young man wearing a backwards cap called out.

"Oh my God! Someone call the police!" a random businesswoman shouted.

Peter saw the woman's predicament as he swung in the air. He finally arrived at the scene, completely descending via his spectacular web-slinging abilities. Doing a mid-air somersault, Spider-Man dropped down to the sidewalk with ease, landing with the grace of a feline with both hands and feet on the ground, standing right in front of the man holding the woman in his arm.

"You know where I come from, we treat women with the utmost respect, dude." Spider-Man said.

"You!" the heavy-set man stated as he looked at him in shock.

"Yep. Me! Now if only you knew my first name that would just blow your mind!" Spider-Man replied acerbically as he studied the man by slowly cocking his head. He was the violent, clumsy type. Already, he knew how to take him down.

"Get out of my way!" the man threw the woman aside and pointed his gun at him.

The gun was taken aside by Spider-Man's web-strands with incredible speed. The people in the crowd gasped in shock at Spider-Man.

"I would have thought people like you would realize that pointing guns doesn't work." Spider-Man said waving a finger.

The man didn't give up and threw a punch which never hit. Instead the man was hitting nothing but air. Spider-Man had dodged and evaded every blow the man came up with.

"Seriously, man. You need to learn when to give up." Spider-Man said shaking his head in mock disappointment. Immediately, the man's hands were webbed and attached themselves like handcuffs. He then did the same with the man's feet.

The man wobbled around and jumped around trying to get away from Spider-Man until eventually he failed and fell down on his face much to the humor of the whole ground. Almost everyone had laughed. The woman who had been pushed aside looked at Spider-Man with shock shown in her wide eyes.

"Hope you're OK, ma'am. Don't worry about that man. He won't bother you anymore." Spider-Man reassured her.

"What have you done?" she asked him outraged.

To Peter's surprise, the woman merely ran to the man on the ground and crouched next to him. She then voiced her concerns.

"You OK?"

The man was turned over and a gash appeared on his forehead. Due to the impact from falling face first on the ground, there was no doubt there was going to be some injury. "Aah!" he winced.

"No I'm not OK! What does it look like!" he yelled at her.

Peter was confused. He had thought the woman was in trouble. The man was treating the woman with violence and disrespect. He had also stolen. '_What did I do wrong here?_' Peter thought.

The woman stood up and looked at Spider-Man with contempt. "You're such a jerk." She stated.

"He was threatening you." Peter said softly. "He should not have been doing what he did. Who is he to you anyway?"

"My husband." The woman declared. "We have no jobs so we resort to such measures so we can survive!"

"What about when he threatened to kill you if you ran?" Spider-Man asked.

"I couldn't run from him. I never would. He thinks I would but I wouldn't." She then looked back at the man on the ground in a tender fashion. "He may be aggressive but he supports me and I love him for that."

"He did a crime and I'm sorry but I have to bring him to justice." Spider-Man stated.

"That's not your job! You are not above the law no matter now special you are!" she shouted.

Spider-Man was at a loss now.

"What are you going to do about this, Spider-Man?" a spectator called out.

Peter had no response all of a sudden. The woman looked at him with pleading eyes as she tended to the man she called her husband. Peter right there and then, felt completely out of his element again. Just as he had in his first day of high school and when he first got his abilities, Peter was lost.

Several spectators were nodding and actually showed signs of approval of what the woman just said. Peter knew he should be the one to put the two in prison for their actions but now he felt conflicted. He also felt a bit bad for them. He was supposed to be the hero, the person who was supposed to do the right thing. He had used his uncle's philosophy to be who he was. But now, looking at the woman and the man on the ground, Peter had no idea what to do.

Peter sighed. '_This is going to be harder than I thought._'

* * *

Connors could only look on in sheer dread as his former employer stood in the doorway. The way Norman Osborn stood and carried himself was something that was beyond ordinary and beyond intimidating. His mouth was a complete, straight line and his eyes were practically slits. He had cast a shadow that was as long as the room Connors was in. Connors did not know what to do much less know what to say.

He waited for whatever axe was going to fall. Connors used whatever wits he had left. "Hello, Mr. Osborn. May I ask why you are here?" he had said miraculously.

"You dare ask me why I'm here knowing full well what it is I could do to you?" Norman stated almost deadpan.

Connors said nothing to that and became more fearful than ever. What Osborn had in mind for Connors was not going to be a good one.

"You failed to show me how your…uh formula worked." Norman said as he stepped inside the cell with a slow, dispassionate manner. He began to circle around him and continued speaking.

"You failed to show initiative in general." Norman had said from behind.

That very comment made Connors even more shameful than he had ever been in his life.

Norman finally stood face to face with Connors. "And you failed to impress me."

Connors couldn't take it anymore. He hung his head refusing to look at Osborn. "Just do whatever you want to do with me." He whispered. With everything that Curtis had been through, the concept of death was a welcoming one.

"I'm glad you said that." Norman pointed using his finger as emphasis. "I have people on the outside telling me what had just occurred at Midtown High. They say a…dinosaur, in lack of a better word, was part of the raucous caused at that very school."

Connors listened on and became wary all of a sudden.

"Let me go off topic for just a bit." He sighed and became collective once again. "I was planning to have you killed, Curt. Did you know that?"

Connors looked astounded.

"Oh yes. No doubt now you realize what kind of a man I can be when things are not exceeding my expectations. But never mind that…" he shrugged it off with an impish smile. "Back to the high school incident, there are witnesses according to the Daily Bugle that aside from a shape-shifting gangster, there was a reptilian being capable of throwing large dumpsters around like they were toys. Do you anything about that?"

"A lot of strange things have happened, sir. I have no doubt that there might be such a person from what you've gathered. Why do you ask for my opinion?" Connors asked.

"Well, it's simple. I want to know." Norman put a hand on Connors' shoulder. "From one special person to another."

Connors was not sure how to answer that.

"I'm not going to kill you, Connors. I'm merely stating that with your genius intellect and disciplinary tactics at my disposal, I believe you could still be a suitable asset to the company."

"You said you were going to fire me?" a bemused Connors reminded him.

"Not anymore. Now that I know what the formula is truly capable of. _Your_ formula." Norman illustrated.

"My formula? So you know-" Connors said resignedly that he hung his head almost as if in shame/

"Of course I know. You think I have analysts around just for my health? They studied your mutagen's functions and capabilities and what they found was astounding. So don't bother anymore with the hiding, Connors, it never worked for you."

"Very well." Connors looked at Norman square in the eye. "I'm the Lizard." He admitted.

Norman gave a dry smirk. He considered the title Connors came up with for a while as if learning it for the first time."Nice name. Interesting that you're going with such theatrics, the people of this city will be cowering at their feet. You no longer will have to do so. Together we can make this city kneel!"

"I'm not a criminal!" Connors implored Osborn. "I only did what I did because you were about to fire me! I had no idea what I was doing most of the time when I orchestrating in the final stages of my formula."

"So you were going to give me a faulty formula?" Norman raised his eyebrows.

"I didn't say that. I just meant if you had given me more time-"

Norman then shouted. "Time! Time…is a luxury I can no longer afford Connors. Because I have implied that I am extraordinary myself…." He said as he hung his head almost as if he were about to weep.

"My gifts are killing me…and if you value whatever life you still have then you will help me find a cure! That way I will not tell the world what you are. And if you even think about going to the media about myself….believe me, death will be truly what you want when I get through with you." He said with venom.

"I would rather take that chance." Connors said bravely now. "I do want to see you die! So you can go to Hell!"

Norman was unfazed by Connors and so he merely gave out his usual smile and his threat. "Very well. I did not want to have to do this but I'm also aware that you invaded the Parkers' household that day."

Connors looked aghast.

"Oh yes. You valued Richard Parker as a friend, colleague and partner. How would you feel knowing what the blood of his son on your hands would be like?"

"I would have thought someone like you would have the audacity of assassinating Richard Parker's son on your own and not have someone do your dirty work for you!" Connors replied outraged.

"Believe me, I could. But you knew everything about Richard Parker. My colleagues went through your vehicle and found notes pertaining to where you were in fact. Not nice of you to leave a potential journal around." Norman scoffed. "And yet, for what purpose?"

"You leave Peter Parker alone! He has nothing to do with anything! Why do you want to kill him?"

"And why do you insist on protecting him? You've never even met the boy. But why do I want to? He may be an ordinary boy. But I sense he is much more. Whatever his parents had left him with, whatever knowledge was given to him, it would be drastic and therefore, destructive to everything I hold dear."

Connors was aware that Osborn had been involved in many criminal activities over the years and thus, he knew even from looking at that old notebook he had found in Ben Parker's house that there was sufficient evidence to bring him down as how Richard Parker had put in. Connors hoped he wouldn't ask about the notebook.

"But then again, you don't have any choice, do you? You're mine now…" Norman said and opened the door to Connors' cell. "You are going to help me, whether you want to or not!"

"What are you going to do?" Connors breathed out.

"My company is at stake what with breaking-ins, theft, insubordination, you obviously and of course….Spider-Man. Until I'm better again, I want to bring in as many enhanced people as I can to bring him down."

* * *

The hub was practically several kilometers away from the truck station. One by one, the trucks were preparing to get out of the main factory. Both were affiliated with OsCorp, the major corporation in New York. Outside in New York, facilities were stationed for supplies and other technology to be shipped out or even in to the city.

'_This is going to be easy as cakewalk_.' Flint Marko thought.

Kingpin would have been proud of him right then and there. Flint was a man who relied on his own wits and brute strength to get him through with whatever challenges lay in his path. Hiding behind several empty containers as big as he was, Marko and his team prepared to set everything in motion. Several trucks were already being deposited from the garages. '_It's time we get the juice_.' He thought. Herman Schultz was already getting a good reputation from the boss man himself, it was time Marko got the same respect he did. As Flint saw the last truck going out of the gate through the binoculars, it was time to move.

"Alright boys, let's move!" he whispered in his cell phone.

Like army men infiltrating an enemy base, Flint and the rest of his comrades made their way out of the gate using the cover of darkness as their main tool. The security checkpoint by the gate had already been neutralized. He saw the security agents inside the booth gagged and knocked unconscious. Flint and another associate of Kingpin ducked behind the booth. '_When they come in, we're going to ambush them!_' he thought.

"How are they?" Flint asked a friend of his named Jack. He had been referring to the guards inside the booth.

"Out like a bunch of dumbasses." He chuckled.

"You got the truck keys?"

"Ain't a dumbass, '_Donnie'_ Marko." Jack mocked.

"Screw you, man." Flint whispered and prepared to go to work. "Are the explosives in place?"

"We're live." Jack nodded as they hid behind a booth. "Alls we gotta do is watch some fireworks." He smiled.

"You're actually smarter than you look, Jackie-boy." Flint muttered.

A truck slowly got into the gate and into the installation and proceeded to stop by the checkpoint. Flint took a peek and saw that the driver was puzzled as to why nobody was around.

"Hello?" the perplexed driver inside the truck called out as he looked at the vacant booth. "Anybody here? We got shipments!"

Jack, who was beside Flint held a small detonator in his hand. "…_Showtime._" he said as he pressed the button.

The explosions were loud as they were destructive. Small mushroom clouds of fire erupted from the ground beside the passenger side of the trucks. Several of the small trucks went up in flames while some exploded in a humongous fireball. The first truck was slightly damaged from the right side. Flint was thankful that the explosions left the first truck unscathed. Now they went into action.

Getting out from their hiding place, Flint and Jack went inside the truck. Flint had threw the scared driver out of the driver's seat and headed in as quick as they could. Years of working in hard labor companies made Flint an expert in driving any sort of vehicle. A truck was no exception.

Putting the clutch in the appropriate gear, the truck drove on and got out of the flaming installation. They were on their way back to the city when Jack broke the silence.

"So not that I don't enjoy lighting a few fires here and there but wouldn't have this been a lot easier if we just scared the guy and 'then'… steal all the crap that's inside the trailer?" Jack in the passenger seat asked Flint.

"Mr. Fisk told me personally that all other trucks are to be 'rescinded' as he said. That they be taken cared of." Flint pointed out. "So now...they're taken cared of." he shrugged. "Besides we needed something to get back to our hideout. It was Rich's idea for him to dispose our vehicles so as to eliminate any evidence that we were there."

"That's why he's 'Rich' alright." Jack said seeming to accept the explanation. "So what now?"

"Right now, we just imagine how big the money is that Fisk is going to give us." Flint grinned in delight.

"I hear that." Jack grinned. "Yo, man! Watch out!" he pointed to something on the road.

The truck hit a roll of barb wire. The tires screeched and a few of them burst.

"What the hell!" Jack cried.

"We must have hit something!" Flint cried out while Jack cried out 'You think?!'which did not help for his case. Marko held the steering wheel tight in his hands. The truck would not stop swerving and seeing as they were on a road with the Atlantic Ocean on the other side, it was not the wisest area to lose control of a vehicle. It was also not wise to take down a truck with strange chemicals inside it.

* * *

Gwen was lost. That was what she felt. Despite being around popular people at the club, she felt vacant and hollow. She seemed to have lost anything in common with Flash and other people like him. The only thing that could fill the empty void was Peter Parker. However, after her last interaction, Gwen felt so solemn when Peter stated that he showed no romantic interest in her. Sitting in a table surrounded by jocks and cheerleaders, Gwen nevertheless daydreamed about him. She paid no attention to anything that the pompous Flash was saying and so with her elbow on the table and her hand on her cheek, Gwen continued to fantasize when the moment was broken by the arrogant Flash.

"So what do you think?" Flash spoke to her.

Snapping back to reality, Gwen asked again. "Sorry, what was that?"

"I said, what are we going to do about Parker?" he stated angrily.

Gwen saw indeed the beating that Peter had given him. The blows seemed hard to have almost disfigured Flash's face. Purple bruises appeared on what once had been a handsome face.

"What do you mean what are we going to do about Parker?" Gwen said a bit bored.

"I ain't letting Parker get away with what he did to me!" he was seething in fury.

"Yeah, man. Who the hell does he think he is, anyway?" Kong spoke up. "I say it's time for some payback!"

"Hell yeah. No one messes me up and gets away with it!" Flash stated.

Liz Allan spoke up. "So I take it you want to come up with a new plan?" she said as she took a swig of beer.

"No. No plan this time. I want a showdown. Me and Parker. Gwen!" he called out.

Gwen became worried now. She knew what was coming. "Lemme guess, you want me to tell him you want to fight him?" she asked in a surprised manner.

"That's right. It's beyond personal now!" he said slamming his fist on the table.

"Hey man! Calm down." a fellow player beside him said irritated.

"Suppose I were to do it, what's to say he won't give you the same beating like the other day?" Gwen asked. But the truth was she couldn't bear herself to say out loud was that she was done doing any favors for Flash. Not after what happened with Peter. She had to get him to like her for real. She could not afford pulling another deceitful act.

"OH!" Flash astounded stood up now. "You think I'm going to go down again? Is that what you think?" he yelled.

Gwen then realized. "You're drunk Flash."

"Hold on a minute..." Liz stated and for a moment Gwen looked relieved that all the pressure was subsiding. Instead all the attention was on Liz Allan now.

"I'll tell him..." she grinned.

"What?" Gwen frowned.

Giving Gwen a strange smirk, Liz then looked at Flash. "You should have let me do everything from the get-go instead of letting 'goldy-locks' Gwen here. I'll be the one to tell him." she declared.

Gwen became concerned now. She knew Liz Allan was a lifelong bully to Peter as well. What could she possibly do to him?

An ignorant Flash agreed automatically. "Alright fine. But you better be effective in all this. You need to convince him that I mean business."

"Well, hey so do I..." Liz said mischievously.

For a moment, Gwen could see there was an attraction between Liz and Flash. It didn't bother her a single bit. Besides she knew it was coming. '_Finally, maybe I can break up with him or he'll break up with me_.' But either way, eventually Gwen was not going to hang around with Flash and his friends any more.

* * *

Peter got back to his room as quick as he could. It was an interesting day. Being a hero did indeed have a lot of responsibility added to it. '_Man…_' Peter thought. '_Being a hero means you have to make some hard-ass decisions.'_ He wanted so much to say out loud that he made the right decision. In full costume, he sat in his bed and contemplated. Taking off his mask, he looked over at it and surveyed it. He surveyed what he what being a hero meant.

The burglar and his wife was a situation that was new for him. It also suggested to Peter that some people are living in very stressful times. More stressful than the life he was living. He stared at the door to his room. Right now, his aunt was resting. She had no job at the moment. It was up to Peter take up the mantle of maintaining the financial stability from here on in.

Picking up a Daily Bugle newspaper from his computer desk, Peter desperately look for any positions available. He had been checking almost everyday. When nothing came to his eye, he threw the newspaper around the room in frustration.

"Ugh!" he yelled. Peter at that very moment wanted to cry. "When did I lose control here?" he said out loud.

It was then that Peter saw something interesting. On the floor, a newspaper page that suggested a photographer position for the Daily Bugle. He picked the page up with both hands and a smile formed. '_Now why didn't I see this before?_' he thought. Peter took enough pictures for school and his shots were always excellent. The position was promising.

As he was wallowing in his delight, Peter heard his phone rang. '_Who can that be_?'

He picked up the phone. "Hello?"

"Hello, _Petey_. How's it goin?" a girl's voice was heard.

"Who is this?" he frowned as he couldn't recognize the voice.

"Liz Allan, you remember me don't you?"

"Liz? How did you get this number?" Peter asked annoyed.

"Just shut up and listen..." Liz said in a casual tone. "Flash wants to have a showdown with you. Tomorrow night, at the basketball court downtown. You better be there!"

Peter could not believe what just heard. He had enough problems as it is. A rematch with Flash was something he wanted to avoid. But then again...

"Fine." was the only reply he gave.


	23. The Revision

**The Revision**

Flint had not gotten the truck in his control. His hands could not command the steering wheel to go on an appropriate direction. Instead what Flint feared was about to come true, the truck was heading towards the base of the railing up ahead.

"Dude! Watch out!" Jack screamed.

"I can't get this bitch under control!" Flint said as he struggled with the clutch and the steering wheel. He had long since pressed the brakes to keep the vehicle from moving but it seemed no use and so it continued to skid. It also began to gain speed which was the unusual part that Flint was trying to digest.

"Then I'm out of here." Jack said as he unfastened his seatbelt. He also took with him his bag of equipment.

"Hey! Where do you think you're going?" Flint yelled.

"I ain't dying here man, sorry. Good luck, man." Jack said as he opened the passenger door. He then jumped out of the moving vehicle.

Through the rear view mirror, Flint saw how Jack had landed hard on the cement road. Despite the skidding of the truck and the situation he was in, nothing angered more than Jack deserting him. But in a split second, the reality of his situation came back to him and the truck hit the railing.

His head met the window by that time and the pain was enough for him to black out. The truck tore through the railing due to its speed.

It broke through and the truck fell towards a narrow opening several feet down toward a beachfront. The ditch was large enough for the truck to crash in. The impact nonetheless was devastating. The window of the driver's seat was shattered and a few stains of blood appeared. Flint was knocked out cold. His head hung sluggishly on top of the steering wheel.

Smoke began to seep out of the grill of the truck. The truck's wheels rolled on sluggishly. The fender of the truck was smashed due to the impact. The fall had caused the back door of the trailer to open letting out a strange green chemical liquid out into the sand.

Flint began to come to and put a hand to his head to stop the numbing pain. He let out a groan. Flint tried to go over what just happened. "Wait until I get my hands on Jack." He muttered.

Due to the position of the truck which rested on a small hill thus putting it upside down, Flint used his feet to smash open the windows. He hung out using the window as support. Despite the accident, Flint was alright and avoided calling any one to help him out. Instead he focused on where he was.

"Now how did all this happen?"

Flint saw the beach as a place of comfort as did everyone of course but what made him confused was why he crashed here. He suddenly remembered the piece of material on the ground from a few miles ago. At the moment, there was nobody within sight. Seeing as it was nighttime, it was pretty obvious why there weren't any people. Already the disorientation was seeping through him just as the smoke was rising out of the grill of the infernal vehicle he drove.

"You should learn to be more head-steady, Flint." He told himself.

He jumped down to the sand and began to walk off. His feet made their way to the puddle formed from the leaky canisters in the trailer. Absentmindedly, Flint walked along the puddle while he checked to make sure that his phone was intact. He had to call Fisk and inform him of what had happened. Because he was a loyal soldier to Fisk, he was willing to accept full responsibility for his actions. Even informing him of Jack's betrayal.

Stopping when he long last found a signal, Flint proceeded in calling Fisk. Taking a deep breath in, he chose his words carefully. He let the breath out as he recited what he was going to say over and over. So far the phone hadn't answered then. Until at long last...

"Yes?"

"Yo, boss, it's me, Flint. I'm afraid I got some bad news. We uh...we had an accident up here near the docks. I take full rep. I lost control of the truck." Flint said.

"Understandable. It can be forgivable not to mention fixable. Roads at night are often unreliable." Flint's voice said.

'_Tell me about it_.' Flint wanted to say as he thought of Jack bailing out on him.

"But the material is in the trailer? Correct?"

He looked back at the wreckage. "Yeah, some of it. I think some of it may be salvageable. It should be enough for our dear friend." Flint said referring to Aleksei Sytsevich.

"Turns out that our friend is handling the effects quite well, Mr. Marko. There's no need for more serum." Fisk said a bit coolly which only made the hairs on Marko's neck stand up. Something wasn't right.

"What do you mean? You mean that it wasn't necessary to steal this crap in the first place?"

"I'm saying that I have to cut out the unnecessary fat within my organization. As commendable and valorous as your actions were, I'm afraid I must impress upon you how you are no longer part of the equation. But I'm curious about your truck situation: what is the license plate number on the vehicle?"

"A3R4GH" Flint replied immediately as he turned around and surveyed the crashed truck. The license plate in front was still in full view. "But what do you mean I'm no longer part of the equation?"

"Meaning what you think it means, Mr. Marko. Goodbye." Fisk immediately hung up.

Flint didn't need anyone to tell him that Fisk planned to have him out in some form or another. Jack leaving him was nothing compared to what Fisk's insinuation felt. The crashed truck was a perfect opportunity for Fisk to let him go. '_But how? Did he planned for the truck to crash or something?'_ he wanted to say in anguish.

A beeping was then heard to Flint making his head turn to the truck's direction. A whirring was followed followed by further beeping. It was a bomb, Flint realized. 'How could a bomb be in the trailer?' It was obvious as Flint remembered why Fisk wanted to know the license plate number. It was staged. All of it. The truck, the explosives, everything was a set up.

"Oh no!" he whispered. Flint began to run away but he couldn't. Looking down, the sand swallowed his feet almost like quicksand.

"What the hell is this?" he yelled and struggled to get out as fast as he could so he could avoid the explosion. But it was no use, the sand continued to hold onto him as if it had a mind of its own. Flint could feel the sand pulling at his feet as if there had been hands.

Fear well up in him as he assumed there were only seconds left in whatever bomb was inside the truck, he had no idea what it was or where the device was located, all he knew was that he had to get out as soon as possible. The sand in his feet was a major obstacle and as seconds went by the sand had Flint at waist level. He began to scream by that time but with nobody around, help was non-existent.

"Someone help me!" he had yelled out to the night. Flint's arms were waving in the air hoping someone walking by would see him.

The sand floor had him at neck level. "Aah!"

At that time, the beeping within the truck was getting faster and louder. There was nothing more that Flint could do. The sand went into his nostrils, it went into his mouth completely cutting off his air supply. He let the sand take him. But not before he saw a bright light for a split second and then finally being completely sucked in to the sand floor.

* * *

Peter woke up the next morning and immediately wished he hadn't. Ever since school was canceled for the week, he found he could wake up whenever he wanted now. However, the weight, the magnitude of what was about to commence was undeniable, indisputable, and inevitable. After knowing what he was going up today, he wished he could wake up at 7:00 a.m. like before.

'_For the first time, I actually wish I was back in school_.' Peter thought miserably as he looked at the ceiling.

He closed his eyes again and hoped he would not wake up. He wanted to get away from the anxiety that was awaiting him. He had problems and if only he could dream away his problems, Peter would be a happier person. It was no use. His mind continued on towards his troubles. Troubles that were causing so much stress, Peter thought he was going to explode.

'Why is this so friggin' hard?' Peter thought as he shook his head.

He turned over and saw the television on the other desk drawer beside his bed. Peter could not believe that he had gotten a phone call from his old nemesis Liz. A showdown was to begin today in which he could only assume was in front of several people from school. Kong would be there, the basketball team would be there, Liz would be there and perhaps even Gwen.

He sat up and got dressed so abruptly. The anger of Gwen being there seeing the fight was enough to get Peter's insides boiling. He went downstairs as soon as he got dressed. As he got down, Peter was about to make his way to the kitchen when he saw a picture of Uncle Ben, all alone but smiling. Peter had to envy him. At that time, Peter assumed his uncle no longer had any problems. He shook his head in frustration.

"What would you do?" he whispered.

No answer was given to him. Only the smile and image of Uncle Ben was given to him.

"I'd say he would want you to relax and breathe." Aunt May's voice from behind him told him gently.

Turning around Peter sighed and asked as gently as he could. "Thanks for the kind words. But how would you know that was what he would say? If he were here that is?"

"Because that's what he asked me to do. Ever since he died, I've been feeling so…inadequate, so weak. I strive now to be stronger, Peter. It's time I paid attention to his words. I feel I should have done so when he was still here. Now those words are all I have left of him. I would suggest you do the same. He would want you to do the same." Aunt May said.

"What if there's nothing but disappointment afterwards? What if more pain comes?"

"Then deal with it. Your uncle Ben told me one time that 'if you were to look at fear in the eye, if you didn't run away from it, you would be something greater, whatever you'd be, you'd be greater than fear itself. Take…Spider-Man for example."

Peter looked at Aunt May nervously. "What about him?"

"It took a while for a man like him to show up. We had lived in a world of pettiness, fear, and greed. Reality was harsh on us. For the good people. Sometimes the constraints of reality have to be broken so that something good can come out of it. We have Spider-Man and from what I can tell, he seems to be a person who wants to do the right thing. Someone special like him can only live in a world of fantasy, now he's what the news talks about. He could be a great change for the city."

Peter smiled at Aunt May's words and amazingly a great amount of weight seemed to lift from Peter's shoulders. "So basically what I have to do is-"

"Just relax…and breathe." Aunt May reminded him.

* * *

"Man where the hell is he?" Kong said annoyed.

In the basketball court in the downtown New York area where Flash had always trained and played in, he waited impatiently for Parker to show up. His teammates as well as Kong were standing in the court as well as other people from school to watch the bloodbath.

Flash answered Kong. "He probably bitched out. I'm telling you man, he knows he would never get lucky again and make another beating on me happen. That was a once-in-a-lifetime chance for him. Yo Liz, is he comin' or what?"

Liz was standing by the gate, looking at a newspaper she had in her hands. She was too busy reading to pay any attention to what Flash was saying.

"She ain't listenin?" Kong asked Flash.

"She's just standing there looking pretty as always." Flash shook his head annoyed.

Flash was exasperated when Liz didn't answer. He whistled. "Hey! Yo!"

Liz turned around to face him. Shaking her head in confusion, her body language indicated that she had no idea what Flash wanted. "What?" she said annoyed.

"I said is he coming or what?"

She came forward. "Apparently not. I guess you could say I scared him last night and perhaps he didn't show up."

"Maybe. You can be effective sometimes." Flash smiled.

"Hey what is that?" Kong who stood at Flash's side pointed at the newspaper she had in her hand.

She showed him the page. "Spider-Man…" she said admirably.

"Damn….I got to admit he's the bomb!" Flash nodded in delight.

"At long last, I gotta say we finally have a superhero in this world. Not just that, a superhero who actually looks cool!" Kong said impressed.

"The Bugle's making a field day or rather a field week about him. They're wondering whether he's good or bad." Liz said.

"What do you mean is he good or bad? He took care of that lizard-man or whatever the hell he's called that one day, remember?" Kong pointed out.

"I guess some people are bitching that some guy like him is actually out there." Flash indicated.

"People need to man up." Kong stated.

"Yeah, just like Parker." Flash pointed out. "who I have to say is not present as I speak."

"Hey I hear footsteps! Someone's coming!" Liz said and ran back towards the gate.

"Hey is it him?" Flash called out to her as she stretched her head out to see if he was indeed coming.

Liz's shoulders slumped and walked back to the crowd looking miffed. Flash looked ahead of Liz to find Gwen Stacy coming to the courtyard. He was a bit annoyed as well. He did feel a little bitter that Gwen sided with Peter that one day.

"No, we have the next best thing! Gwen Stacy, the captain's daughter." Liz mockingly presented.

"Thanks for the presentation. I can see why you didn't make it on the debate team." Gwen said to her.

"What'd you say?" an outraged Liz stepped forward to Gwen.

The crowd in back of Flash began to cheer now. Some kids were calling out 'Catfight!'

Kong calmed the noise down. "Hey! Hey! Hey! Shut up! This ain't why we're here!" he said out loud while stepping in between Gwen and Liz breaking off the staring contest.

Flash took her aside. "So what now? You came to enjoy the show I take it?"

"No, I came here to tell you to drop the macho-bullshit and just let all this go!"

Flash couldn't believe it. "Man…Gwen. If you could really see my face because I think you must be blind. If you see these bruises, you'd know that I'm serious about this happening."

"Well you deserved it."

"Say again?"

"What kind of person are you to just want to make Peter Parker's life miserable? Your obsession with bullying Peter is over!"

"Are you saying what I think you're saying?"

"Yeah, I am." She said softly. "It's over."

"Hey!" he grabbed her wrists and led her to the gates where he leered at her. She struggled to get out from his grasp. "It's over when I say it's over!"

"Hey!" a voice called out from behind the crowd.

Flash saw Peter standing there. His hands in his pockets looking unsure of himself.

"Let her go." He said.

The people marveled in awe at Peter's determination as he made his toward him.

Flash pushed Gwen aside and he came toward Peter. "Well I gotta say you've prove me wrong. So are we going to do this or what?"

As he stepped toe to toe with Flash, Peter stared long and hard into his eyes. For a moment, he was ready to do what needed to be done. He clenched his fist and at the right moment he was about to raise it.

'_Peter, son…Just relax and breathe._' A voice in his mind echoed.

Peter frowned and looked behind and from side to side to ascertain where the voice was coming from.

"What are you on about?" Flash asked.

Peter was about to do what he needed to do. He understood now. "I'm not doing this." He boldly stated.

Immediately the crowd muttered their disapproval and uttered their disappointments as expected.

"What are you afraid to take me on now, Parker?" Flash yelled.

"You want to prove your masculinity, fine by me. You want to be the alpha male fine by me. I'm just here to say…I'm sorry."

Flash looked confused.

"For doing what I did. You didn't deserve that and I hope you can understand that." Peter said.

"Are. You. Kidding. Me?" Kong behind Flash said. Kong rolled his eyes. "Yo, money. Just put him out of his misery."

Flash looked murderous now.

Peter continued to add another thing. "I deserve what you're about to give me. I hurt you and that usually isn't in my nature. So you taking revenge, that makes sense. What doesn't make sense is all the times I've earned such disrespect and ridicule from you. I don't know maybe if I was like you or any of your friends, we could have…" Peter trailed off and looked back at Flash.

"Just do what you have to do. I deserve it. I won't try and stop you." He said softly.

Peter closed his eyes and waited for the moment when he would be on the ground. His spider-sense would tell him that the hits would be coming but he would be ignoring that when he could.

"Ahhh…forget this. He's such a weirdo!" Flash said.

"What?!" Liz's voice called out.

Peter opened his eyes to find to his astonishment, Flash walking away. He took off in his black car, the same black car that Gwen drove in. Tires screeched off and he went away.

The crowd immediately dispersed with many people muttering their disliking of how everything went down. Eventually only Liz, Kong, Gwen and Peter were left in the courtyard.

"So I'm guessing you used some kind of your nerdy antics to try and weasel your way out of this fight, Petey?" Liz said mockingly to Peter.

Gwen came up towards Liz. "Hey! Leave him alone! You don't know what kind of person he is or why he did what he did. Peter Parker's twice the person Flash is!"

Peter ruffled his head as a nervous gesture. He just wanted to go home now. Liz looked as if she wanted to tear off Gwen's head off.

Suddenly a car squeal was heard from the direction Flash headed in. The group turned their heads toward where the sound originated. A crash was also heard. Rather an explosion. A few soft screams were heard.

Peter's spider-sense was tingling. '_Oh man! What now?_' he thought with his heart pounding in his chest. The way his spider-sense was ringing was unlike anything he ever felt. '_It probably means whatever's coming, is really bad!_'


	24. The Vicissitude

**The Vicissitude**

Peter knew the terror, whatever it was, was intense. He couldn't see it. He didn't even know what it was. One thing was certain, he had to confront it. From where the sound came from, it came from the direction Flash drove off to.

"Flash is there." Peter said to the group. For some reason, he felt genuine concern for the man. '_Why didn't he fight me? I wanted him to do it because I hurt him. It seemed reasonable for him to do so. Besides I can take the pain.' _

"What the hell is going on?" Kong frowned nodding as he looked ahead where several lines of smoke went off into the sky.

"I'll uh…see what's going on." Peter said while trying not to sound erratic. The truth was he had to deal with what was happening. He prepared to run off when Gwen caught up to him and stopped him.

"Whoa! What are you going to do?" she asked in a demanding tone.

"I want to make sure Flash is alright. That's all I'm trying to do." Peter said to her as softly as he could.

Turning around so that no one would hear, Gwen then turned her voice as low as she could until it was a whisper. "You're Spider-Man aren't you?" Her eyes were just as demanding as her tone of voice was. Peter couldn't help but want to gulp right then and there.

"No!" Peter closed his eyes in annoyance. "No, of course not, Gwen. Just call it mundane curiosity. I just want to make sure nothing bad's happening."

"Ah hell! We'll all go! Enough of this cheesy sh-" Kong started when Liz also spoke up, interrupting him.

"What do you even think you're doing, _Petey_? Whatever's happening is dangerous and you just want to risk your neck for-"

Now Peter cut her off. He wished he could explain to Liz, Gwen and Kong the newfound morals his aunt and uncle had given to him. He wished they could see things as he saw things. But Peter was exasperated. Eventually, he realized he was living in the real world. His ideals wouldn't be understandable to anybody. _'Maybe Mary-Jane was the only one who understand me.'_ he thought sadly. He finally spoke.

"I can't explain any of this to you. You wouldn't understand. I just want to make sure everything and everyone is ok."

Gwen appeared quiet throughout the whole ordeal. It was time for her to speak. Peter was about to go off again when she appeared in front of him blocking his path.

"You say we don't understand. But it would surprise you greatly that we do." Gwen then seemed to consider her words when she saw Liz who rolled her eyes at the whole scene. "Well, at least some of us. My point is we should all go."

Peter could not allow that. However, he could not let anyone think that him going running off suggest he would have a hero complex and if that were so, then Gwen or anybody else would start to suspect Peter was Spider-Man. He had to be discreet. For that, Peter had no choice. He had no more time to waste. Whatever's happening, it could start to get worse. Reluctantly, he motioned for everyone to come with him. As soon as he had a chance, he would disappear and go into costume without them knowing.

"Let's all go then." He nodded.

They made their way down to the street where Flash drove. Passing by several clothing line stores, Peter and the gang soon saw smoke as they went around to the boulevard. Immediately the group began to cough as soon as they came around the corner. A wall of smoke appeared in the downtown street that was as thick as mushroom clouds. Car alarms blared instantly.

"What happened here?" Gwen asked trying to survey several pieces of debris by her feet.

"Yo, man. I can't even see." Kong said putting a hand to his eyes as they started to water.

Peter squinted his eyes but it seemed futile. The only thing he could make out were several cars flipped over. The only other thing he heard were shouts that reeked desperation a few feet away from inside the clouds of smoke. A man on a bullhorn had been talking but his voice was difficult to make out what he was saying because of the distortion. Unfortunately Peter had to wait for the smoke to clear up. '_What the hell's going on here? What's causing all this?_' Peter did not have a clue what was going on and so he was unsure of how to approach the situation.

As the smoke turned into a foggy texture, thus making it much more bearable to see through, Peter saw what was causing such disturbance. A makeshift perimeter had been set up and judging by the amount of police cars stationed near the focal point and the ones that were flipped over, a stand-off was occurring.

A shootout immediately occurred. It was what made him grab Gwen and pulled her to the ground. "Everybody down!" Peter cried to Kong and Liz.

Several windows from cars shattered from the projectiles. Gwen began to give out a shriek. Liz and Kong knelt down beside a car to avoid the hits. Peter on the cement was already thinking about what was happening right then and there.

'_That's a machine gun, alright. Somebody or perhaps even a few other people are doing a good-old fashion robbery or assault_.' Peter was frantically trying to search for an explanation in order to get a handle on the moment.

"Oh man! I thought I left the south side to avoid all this!" Kong shouted as he covered his ears.

The moment worsened when Peter raised his head slightly to take a peak ahead and saw that a small missile had been ejected somehow from someone and was heading towards their direction. "Oh sh-" he wanted to say but his words were unheard when the missile collided with an apartment building right next to where Liz and Kong were hiding. The explosion was a new level of deafening.

Peter saw as Kong and Liz saw to their horror raining fire and debris from the building. She screamed and Peter saw Kong embracing Liz as quick as he could to protect her from the heavy pieces. Seeing as Gwen was still face first on the concrete ground trying to block out everything that was happening, Peter thought it was a good time as any. With incredible speed, he pulled his sleeve out and with his hand extended, he shot out a web-line to Kong's back. The adhesive was applied instantaneously and using his incredible strength, Peter pulled them away from the falling debris just in time.

"Whoa!" Kong yelled as he was yanked away. He still had Liz in his arms, who was shaking from shock.

"How-How did?" Liz stuttered.

Peter could not answer them. At the moment, he was in a crouched position surveying what was happening up ahead. He saw police officers pointing their guns at an unknown figure in a store. Peter had to guess that whoever was causing the mayhem was inside the store. Gunshots from the police officers ensued. A pause had occurred from the store for a moment only for another missile to head straight forward. This time hitting a police cruiser and injuring two officers.

Looking at Gwen all of a sudden who had pleading eyes that suggested that he resolved all this as quick as he could. "Pete..." she insisted.

He knew he couldn't do what she wanted him to do. He had to keep his identity secret. "I think we should get out of here!" he shouted to the rest of the group.

"What? Peter, you have to do something!" Gwen shouted n disbelief.

"What the hell is _he_ supposed to do?" Liz who was covered in dust and grime shouted back.

"Yo, I think Spider-Man's here." a disheveled Kong panted.

"What?"

"I said Spider-Man may already be here." Kong said looking at every building around him.

"How do you know that?" Liz asked him.

Kong yanked out the webbing attached to the back of his shirt. He pulled it out as hard as he could. Looking at it and showing for everyone to see, Kong said "I say he's around here somewhere...but where?"

Peter eventually thought that he needed to regroup.

"I think we've overstayed our welcome." Peter said and grabbed Gwen's hand. "Let's go!" Peter had to rethink his strategy as to how he would be put in costume without anyone seeing him.

As they headed on back toward the opposite direction in which they came from, a piece of debris landed in front of them, missing them by several inches. Peter by that time, already had Gwen in his arms, who had been in front of him the whole time they ran. Liz and Kong were in gall at what had just transpired. Peter understood as well as they did because one thing was certain, there was no way of getting out of the street. The block was cut off.

"We have to go the other way!" Peter said.

"For once, I actually agree with you." Liz said rolling her eyes.

"That way is disasters-ville, dude!" Kong reminded him. "Why'd we even come here in the first, frickin' place for, man?"

"You guys wanted to come, remember?" Peter reminded them. "I guess we're going to have to find some other way then. We just barely came out of there, I don't know if we'll even-"

"You were the one who gave that idea out to begin with, Parker! It's the only way out of this street! God! I can't believe you guys are chickening out!" Liz said in a huff. "I'm leaving!" she then proceeded to run off.

"Man..." Kong shook his head as Liz ran off to where the action had taken place. "she's crazy alright."

"Oh my God! What is she doing? Someone get her!" Gwen said worried.

"I'll go. You stay here."

Gwen interjected. "But Peter-"

"Stay here. Everything's going to be alright." he said calming her down. "Spider-Man's coming." he nodded before he ran off.

Peter ran after her but she was already long gone and already he could feel the danger coming back to him. The action, debris and damage became viewable once again. Passing by police officer and police cruiser alike, Peter didn't have the chance to see who was causing the damage as he passed by the store. All he knew was he had to get Liz back.

Suddenly his spider-sense rang loud in his ears, without using his costume, he shot out a webline and launched himself in the air. Doing a backflip, he avoided the danger and landed back on the ground easily. He saw as a car had been thrown. It was Flash's by the color of it.

"What the-?"

'_What threw that?_' Peter thought as he turned around but all he could see were police officers being subdued by an unknown force.

'_Should I help them or help Liz?_' he thought. She was a bully to Peter but she also didn't want her hurt. But the threat was hurting many police officers.

Peter ran off again to look for Liz. Throughout the pieces of burnt metal, objects on fire and cars flipped over, Peter saw no trace of Liz. "Liz!" he called out.

"Where are you?" he shouted.

"Over here!" someone called out.

To his surprise, Peter saw Flash on the ground up ahead. A piece of debris was by his side blocking him. But Peter saw him and went to his side immediately. He looked hurt but otherwise alright. "Flash." He nodded.

"Parker?"

Flash looked astounded at the sight of Peter. He knew that it was strange for Flash that someone like Peter was helping him.

Peter had lent out a hand which Flash took with a grudge. Peter picked him up with ease and helped him walk.

"Come on. Let's go." He helped him.

Despite the devastation, Peter using his incredible strength and speed ran off with Flash's arm on his back. They both ran eventually to get out of the warzone they were in. Peter used his senses to block any incoming attacks such as bullets or missiles. He came back to where Kong and Gwen were waiting.

"Peter!" Gwen said as they arrived.

They made it. Kong grabbed Flash by his shoulders. "I got him." he told Peter gently and tried to get Flash seated.

"Where's Liz?" Gwen frowned.

"I couldn't find her." Peter panted. He looked back at the war behind him. "I'm going back for her."

"Yo, man. There's a chance she could have already found a way out of here, homie." Kong said. "Besides Spider-Man's probably out there doing his thing. Let him handle this."

"Hold on!" Flash grunted and pulled out a device from his pocket. "I got her number on my phone."

As soon as he put the phone to his ear, he waited for an answer. Seconds went by. Flash began to get worried now. "She ain't answering man!"

Peter had to get back out there. He didn't want Liz to get hurt. "I'm going!" he then sprinted off back towards the action. He ignored Gwen's pleas as well as Kong and Flash's cries.

He jumped from plaster and debris and kept on going. Peter went through the perimeter and saw nothing except violence. And he didn't know what was causing it. As he ran, he scolded himself for getting Gwen and the others into this. '_This is my responsibility. I got them into this. I got to get them out of it. That includes Liz.'  
_

"Liz!" he shouted once more.

Suddenly a soft moaning was heard. Peter finally found Liz on the ground with a bloody arm. Her eyes were closed. Peter knelt down to inspect the damage she sustained. "Hey." he took her head in his hands trying to urge her awake.

She came to. "Spider-Man?" she murmured. She opened her eyes only to find Peter looking back at her.

"Parker?" she frowned.

"Let's go! I found Flash. We got to move!" He began to pick her up with both hands.

"Why? Why would you do this?" Liz asked confused as Peter had her in his arms.

"One day you'll understand." Peter muttered. "Besides it's not everyday I get to save my old bullies."

He was about to run off with her when out of nowhere, a discouraging sight was shown to him. Peter finally saw what was causing the havoc. Several men with business suits and billowing jackets were on top of debris. All of them had weapons the likes of which he had never seen before. Peter frowned.

"Well, what do we have here?" A heavy-set man with a cigar in his mouth spoke curtly.

"A boy and girl at the wrong place at the wrong time. Ain't that a crime?" the man in the middle chuckled.

"Who are you?" Peter demanded.

"The ones who pull the strings around these parts." the man said throwing away his cigar. "However, the cops feel as if some strings shouldn't be attached. That's their opinion. It's a stupid opinion. But it's the country we live in. Me and my enforcers...are the Gods to this city!" he grinned.

One of the men spoke. "I'm a bit insulted that these kids haven't heard of us, boss!" he chuckled.

"That's true. Surely you must read the newspaper. sonny boy? We're the ones causing almost 80% of the fun around these blocks."

"Just let us go. You've done enough damage." Peter muttered. He understood that the enforcers were a major gang that was causing most of the crime in New York. '_And just when I had the occasional fellow super-freak and petty burglar to worry about_.' he thought.

"I'm afraid we can't do that, you see." the man climbed down. "You're witnesses to all this. I'm afraid uh...I can't have any faulty circumstances occurring."

Peter sighed and hoped he wouldn't have to do what he had to do. He was about to reveal his identity. He had his web-shooters at the ready. When all of a sudden several shots erupted from behind the men. Peter let his guard down as his surprise overwhelmed him. He saw several police officers with their jackets torn and grime covering their faces going up against them.

"What the hell?!" the man turned around and picked up his automatic weapon and fired tremendous rounds at the remaining officers. Several of the enforcers were taken down.

Peter took the chance and ran off with Liz.

"Oh my God!" Liz cried out as Peter ran as fast as he could.

Peter could hear bullets flying and explosions going off. But at the same time, more police cruisers came to the scene from behind, apparently back-up had finally arrived. SWAT teams also surrounded the remaining gang members. They were ambushed. Peter had to smile. '_Looks like things are going back to normal!' _he wanted to say.

Going through the smoke, Peter got back to the group as fast as his legs could carry him. He was already trembling from head to toe. He used his remaining willpower to get through the smoke.

He got out of it and both he and Liz made their way back to the group. The ambulance and EMTs were already on the scene. "What a day!" Peter said.

"'What a day?' That's the best you got?" Liz shook her head annoyed.

"You're welcome." Peter muttered.

Gwen saw how Peter had Liz in her arms as he walked through the smoke. She could tell Liz was very appalled by what Peter had done.


	25. The Turnover

**The Turnover**

Kingpin was incensed. He had expected for Spider-Man to interfere but he never knew to what extent. There had been no picture of him in the Daily Bugle nor any indication from any witness that he was there at Fulton Street to begin with. But he knew it was him. As a ruler of crime, it was his job to keep tabs on any criminal activity taking place including keeping tabs on any individual or individuals in the plural sense, that were a cause for concern. In his own analysis, he could tell crime was steadily decreasing. Majority of past news had said it was him that had stopped most major petty crimes. They were a large chunk of the crime pie but now the enforcers had been apprehended and incarcerated.

The enforcers were their own criminal organization. Wilson had done great dealings with them which had their gang and Wilson's own people making a lot of money respectively. Each of them got something beneficial from working together. Certain parts of the city were given to the enforcers. While Kingpin ruled practically half of New York, he called upon the enforcers for certain jobs in exchange for large sums of money.

Wilson Fisk was a man of integrity and honor. His main goal was to make as much money as he could. For that, he needed people who were as driven and dedicated as he is. Fisk would only reward the most qualified and most special of his employees part of the pot earned from whatever activities he conducted. Unfortunately, the enforcers were incapacitated and put in jail. Thanks to Spider-Man. Their moment of triumph if at any point during the battle with the police there was a moment of triumph, was rather short-lived. Wilson felt a modicum of sorrow for them. The enforcers had been a gang unlike any other. They were as promising as the organization he himself ran.

"It would seem as if this city is being taken away from me. Why does it seem that way?" he asked himself. Pondering and pondering away, Fisk could not help but feel a shudder of worry. Something that always agitated him.

"We're going to need to tell Spider-Man somehow that he needs to behave." Fisk said and finally heaved himself out of the chair and stood to look out the window. He gazed at the seemingly never-ending New York skyscrapers. The skyline was always a sight that impressed Fisk. '_It's a quite a thing to take care of_.'

"I will not have some web-crawler get in the way of my business!" he growled.

He had no choice. Fisk was about to do something he knew he couldn't do. But it was necessary. He needed all the help he could get.

Picking up the phone, he dialed Norman Osborn's number. Suddenly the answering machine responded.

"I'm not here! So leave a message." Norman's recorded voice coldly stated.

Fisk had the urge to roll his eyes at the response.

"It's Wilson and in case your cell phone ran away from you, I'll come straight to the point, we're in trouble, Norman. We're in big trouble...Spider-Man."

* * *

Connors was stretched from arm and leg equally. In a small room, Connors was suspended in mid-air with his remaining hand and feet were attached to large conduits. The stump from his other arm was attached to another large conduit preventing him from escaping. The room was an energy prison. It was also the only place where an inoculating agent was administered. The gas came in at an interval of every three hours. Connors nearly vomited as he inhaled the substance. It was administered for one reason that he found illuminating.

"_To keep you from losing control._"

Norman Osborn had said that very sentence. He had explained to Connors that there would be periods in which he would randomly transform back into the Lizard.

The door to the other room opened and through the wide glass window, Curt saw Norman, looking paler than he did on their last encounter, coming in.

"I'm not here to mock you, Connors. Believe me...I do that when I'm out of this room." Norman said giving an evil smile.

"What more do you want that you haven't already taken from me, you monster?"

"We're all monsters, Connors or did you forget? The world has changed." Norman came closer until his face was inches away from the glass. "Now...what about my proposal?"

Connors looked befuddled at his question. "What do you mean?"

"I mean do you want to help me find a way to cure my illness or do you just want to keep hanging around seeing how far you can stretch?"

"Even if I did agree, what makes you think I won't try and kill you when I get out of here? This gas in here is the only thing that's keeping me from tearing you apart!"

"My men have comprised a serum that you would be subject to take every hour when and if you begin having the...usual episode." Norman said mischievously before going on. "Apparently that mutagen you made is some serious stuff. Once it gets into your system, there's no letting go. The particles in your system that trigger your mutation can be negated provided you take this formula. It's a liquid form of the gas you're breathing. Compliments of OsCorp of course." he smiled.

Connors had to admit the idea sounded fine. He would still have a job and he would still have a normal life.

"How are you sick?"

"'How am I sick?'" Norman raised his eyebrows and spoke in mock awe. "Don't you think I ask myself that very same question every day since I got the damn illness?" he yelled.

Norman sighed and calmed himself down. "It all happened when I first fought-" He cut himself off and realized that he would be revealing too much. His alter ego was not one for anyone else to know. Norman didn't want to even go near the subject of fighting Spider-Man and how his enemy almost defeated him. It still ached in his mind. Fury was not a word sufficient enough for how he was feeling since that day.

Norman spoke tenderly which was unusual even for him."I mean...it was a few weeks ago. I've been feeling pain in my abdominal regions, chest area, I also have a certain heart inflammation. A tumor has also been suggested-"

Connors cut him off. "All you needed to say was that you have cancer, Mr. Osborn." he said indifferently.

"So I do." he said quietly. "I need your help in staying alive, Connors."

"It would help to know more. I can see that you're holding something back."

"It's none of your business."

"It is if you are so insistent on staying alive. Without further information, I can't tell what triggered the cancer in the first place."

"There was a...formula that I had been experimenting with for a long time. I took it. It was a performance enhancer unlike any other. It worked. Or so I thought." he said as quickly as he could. He then gave an exasperated sigh. "Are you suggesting that you want to know the schematics of my formula?"

"In the army I was told a saying by my superior when I lost my arm, if you want to be complete again, you have to start from the beginning."

* * *

On board an aircraft, Adrian Toomes tried to understand everything happening around him. '_First I was finally planning my retirement, now I'm onboard an airplane?_' he thought. Adrian had no recollection of how he had arrived on an aircraft. It had been hours since the incident at the mall and ever since he woke up in a cell without his wings, he had been on edge and trying to get answers to no avail. Instead he tried to get a handle on the moment.

Looking around, the aircraft he was in was very sophisticated and very stylish. The technology was impressive. The technology in the small cabin was extremely effective. Bars of electricity were holding him in. One touch and he would lose a finger.

"You sons of bitches! What the hell you trying to do to me?"

Guards passed by and every now and then, Adrian yelled at them. "What the hell is this?" No answer had been given to him. It had been several days and aside from the basic bread and water brought to him, nothing else was given to him. Guards passing by the hallway were uncommunicative and every insult at them wasn't effective.

Adrian gave up now. His yelling was getting him nowhere. He slunk back in his cell in despair and wondered how he might be able to get out. 'Who am I kidding? This craft reeks of late twentieth-first century!' he shook his head. He hung his head almost as if in shame when a knock was heard. Adrian turned his head forward and saw someone.

A guard then came up to Adrian's small cell. He stared through the electric bars and right at Adrian. The man had on a serious demeanor.

"Well it's about time! It's been days! We're the hell am I? Better yet, where are you taking me? The North Pole?" Adrian shouted.

"You are Adrian Toomes?" the man said emotionlessly.

"Wow…you are smart ain't ya?" Adrian mocked. "If I had my wings, I'd split ya clear in two. How does that make you feel, sonny-boy?"

"Very pensive. I'm wondering whether to really let you loose then." The guard replied.

"You wouldn't want that."

"But do _you_?" the guard asked.

"What are you on about?" Adrian asked suspiciously.

The guard then took off his cap and tore off his uniform with both hands. Adrian in amazement, saw his true wear. It was purple and looking at his face once more, he saw it was a white mask. He then spoke in a foreign accent.

"Escape cannot be done without the right tools in motion." The strange man stated.

Adrian frowned at what the man just said. "Who are you?"

"I'm someone like you. I can actually look like you given the right circumstances. My name is Dmitri but I am also known as the chameleon. I was put here the same way you were put in here. Like an animal in a cage. But they have underestimate me, the people on board this ship. Now it's time to either take revenge or escape."

"Take revenge?" Adrian frowned.

"Our revenge against common enemy. Spider-Man." He growled in his unusual accent. "Now shall we make this at least a temporary alliance?"

After a while, Adrian spoke again as he considered his options. "Set me loose then." He grinned.

* * *

Near Madison Avenue, Peter stood right outside the main building where the Daily Bugle ran its newspaper business. Peter knew full well that the building was also known as the Goodman Building before the chief of the paper, the great J. Jonah Jameson bought it out and converted it into the best-selling newspaper business in the city. Because Jameson was highly esteemed and successful, Peter felt intimidated. Peter had the urge to gulp. He was that nervous.

He tried to keep himself focused and with everything that's happened to him, there should be no reason why he should be scared. '_I need to get this job_.' He thought. Finally he went inside the building.

Arriving at the lobby, he told the guard where he wanted to go.

"You're here for the photographer job, I take it?"

"Yep." Peter nodded.

"Right. Left." The man muttered.

"I'm sorry, 'left right' what?" Peter asked confused.

"The elevators that it'll take you up to the 30th floor, that's down to the left." the guard said tirelessly.

"Oh uh thanks." Peter said a bit baffled.

Taking the elevator, Peter arrived at the floor where to his astonishment, people were walking by with a task and some were running as if their lives depended on it. People were talking on phones while other phones were ringing off the hook. It was hectic. Journalists and reporters were going back and forth on anything that can be interesting. There were a few people saying 'Spider-Man' as he passed by.

A person on the phone looked annoyed as he was answering a call. "You say Spider-Man came to you in your dreams? Ma'am we're not a psychic hotline-"

Another reporter was on the phone appearing desperate. "I will give my house if you could give me something on this spider-guy? I mean how difficult is it to find a single guy in a city of, oh wait…I just answered my own question there." He said miserably.

A woman was conversing on the phone with another source as well. "I'm not giving you three hundred dollars for something that can be totally and completely 100% bull-"

Another woman slammed a large amount of folders on her desk, making Peter stop in his tracks.

"Here's the references you wanted." The woman told her carelessly.

"I'll call you back." the other woman hung up the phone. "Oh great." the other woman seated at her desk said as she saw the enormous stack of files making her more restless than she already was. "I have to use all this just because the enforcers robbed a bank? Why must it always be banks?" she muttered.

"Yeah I know. It's like all the banks around here have a sign that say 'Hey we're stupid, rob us!'" she shook her head.

Peter came up to the woman and introduced himself. "Excuse me, I'm Peter Parker."

"And you're relevant because?" the woman waited.

_'Great start, Parker_.' Peter thought, "I"m uh...here for the photographer position."

"So I take it you're here to impress Jonah, well good luck with that."

"Oh thanks." Peter smiled.

"No I mean it. Good luck." she said seriously.

The woman left and Peter felt the overwhelming nausea that anxiety always gave him. He made his way to a large room. Through the glass walls beside the wooden door, he could hear a man screaming in anger. Peter stood face to face with the door that read J. Jonah Jameson, editor in chief. He could still hear the yelling from the other side of the door.

Peter stopped when he reconsidered asking J. Jonah Jameson for a job and decided to come back another day. '_What a day, indeed.'_ he nodded.

He turned when the door behind him opened and a big man with graying hair continued to yell back at Jameson. "I'm telling you, Jonah it can't be done! It just can't!"

Jameson came out appeared and looked at the big guy with as much seriousness as he could provide. "Robbie, we're already weeks in and we still don't have a decent photo on this freak! Did you forget that quickly that our sales our dropping?"

"Sir..."

Peter saw as the woman that Peter talked to before appeared beside the man called 'Robbie.' "We have more pressing matters, chief. Police still won't give record as to what happened that day at the bank."

"What a surprise." Robbie muttered.

"If only we had a photo of him..." Jameson rubbed the back of his neck in frustration.

"I do!" Peter spoke up as brave as he could.

"Huh?" Robbie said finally looking at Peter.

"Oh, ummm...I'm Peter Parker and I'm here for..." Peter opened his backpack and took out some pictures for any of the men to take. "The photographer position."

Jameson without saying a word walked up to Peter and took the photos and began to surveyed them one by one. One thing was certain, they were all pictures of Spider-Man swinging by. Jameson frowned immediately as he studied every photo.

"Oh come on kid! How do we know these aren't photoshopped?" he told him outrageously.

"They're not sir. I can guarantee it." Peter said gently.

"By your word, you'd _guarantee_ it. Well sorry kid, but we can't take these. They're just too good to be true."

"You can verify them!" Peter pleaded. "I know you have your ways of doing so. I would not be here if I thought I could get away with giving you guys fake pictures."

"You could, son. Anybody is desperate these days." Robbie stated.

"Look I'm just an up and coming photographer from high school. I take pictures when told to do so. I want to take pictures for the Bugle."

"Son..." Jameson spoke up. "We need men with guts. You look naive. You sure you could do this?"

Seeing as how he was unable to make a dent to any of them. Sighing, Peter went with another alternative that he hoped he wouldn't take. "If you won't take them..." Peter took the photos back. "I'll find another newspaper that will!" he said boldly before walking away.

'_So much for trying to get a job_.' Peter thought miserably as he walked away.

"Hey kid!"

Peter turned around and saw the woman he had conversed with earlier. She had a desperate look on her face. "Why'd you leave like that?"

"What do you mean?" he gulped as the woman etched closer.

"I mean you got the job and now you just want to quit?" she said rather impishly.

Peter looked astounded. "I uh...I did?" he managed to say.

The woman smiled and nodded. "Welcome to the Daily Bugle. I'm Betty Brant, You're Peter Parker, I know. Now come on!" she took his hand. "You got to show us more of Spider-Man!"


	26. The Conformity

**The Conformity**

Just like a day beginning, Otto Octavius thought it was a dawn of a new man. In his apartment, he looked around the room at all the stuff he had compiled over the years. The laboratory and his equipment, they were the tools his previous life had to offer. They were part of a man that no longer lived. Now, Otto was a new man entirely thanks to certain advantages mounted on his back.

"Now it's all a shadow." Otto whispered.

Wearing no shirt, he walked alongside the room and in a morose manner, looked around at his old home. As he turned on the light, a whirring cry that suggested annoyance came off from his new creations. His mechanical arms attached to his back.

Otto turned around to look at the upper two arms, long and metallic and stretched to as high as the ceiling and both of them stopped whirring as they adjusted to the light. "Great minds…" Otto muttered.

Making his way to a large wooden desk, Otto approached the schematics of his experiment he had been working on for months. His hand ran over the blueprint paper. Otto sighed and his sadness was overwhelming to the point that he gave out a tear.

The fusion experiment was his only chance for him to be famous and start a new life. But in a way the accident that had occurred gave him a new life he didn't expect, much less want. He had found himself in a strange laboratory and through a series of scuffles, he was able to elude possible experimentation.

_'I experiment. I'm not the one who should be experimented unless monetary gain was in the equation.' _He thought.

Gripping the edge of the table with his real hands, while the lower two arms elongated from the back and grasped the corners of the table gently, Otto wept.

"I was supposed to be famous!" he uttered out. "I wanted a great life…"

Suddenly he lost control of his emotions and right then and there, Otto used his arms to tear his own table apart. Screaming, he tore about anything he could literally get his hands on. His anger had overwhelmed him to the point that he was tearing apart his own apartment.

"AARGH!" He used his mechanical arms to throw a chair to the wall.

He was tired now and began to get desperate. "What am I going to do?"

Looking outside the window where he had thrown a chair, Otto surveyed the world below him. People were minding to their own business and their own ordeals as well as their own goals. Otto saw them as a nuisance now. The newspapers and media talked nothing about a certain individual called Spider-Man. He didn't know what the big deal with the man was. But nevertheless the news had people in the city of New York a bit optimistic.

'_Why should 'they' be happy?"_ he thought.

"They should be allowed to know my fury." Otto seethed.

The arms on his back whirred to the point that Otto could have sworn one of them provided a good answer.

"I need an army!"

Finding a new purpose once more, Otto began to get to work.

* * *

Spider-Man soon became citywide phenomenon which soon spread everywhere else in the country. The media was on this subject every hour on every news channel. The CNN had actually made the Spider-Man topic into a three-hour debate. Thanks to the Daily Bugle, it was now using full-view Spider-Man pictures caught the eye of every person in New York. Soon everyone either marveled or criticized the hero however they could. Headlines such as:

HERO OR VILLAIN?

MASKED MAN A MYSTERY

SPIDER CHAOS IN NEW YORK

Spider-Man swung around the city from building to building and every now and then, he had saved a couple of kids from falling construction equipment. He had swooped down and rescued the kids from the heavy pieces. Spider-Man had then gone off to save a police officer from getting hit by a fast-paced vehicle. People were giving out their personal statements on where they were when Spider-Man came to the scene of an accident or the scene of a crime.

'He's uhh..." a stockbroker struggled to say when he got speechless and laughed.

"He's the, the...I don't want to say that word cuz this is a news channel but y'all know what I mean. He is the best!" a basketball player said with his friends behind him.

"People say they want a person to take matters into their own hands and this guy probably woke up one morning and say 'hey I don't like the way this world's getting and I have these skills, I might as well put them to good use.' It's about time we've had someone like that." A college student said.

Every day the Daily Bugle had something new to offer about Spider-Man. But some of it wasn't mostly on how heroic and noble he was. There had been topics as to whether or not he was a menace, a future terror awaiting. J. Jonah Jameson was the one who came up with not only the bold headlines but the articles as well. In his office, Jameson looked at the first copy that actually had an actual photo of Spider-Man in his hand. He stared at the masked figure flying by.

As Jameson stared almost blankly at the photo, he contemplated. '_The very fabric of reality seems to have been broken with the arrival of these strange beings that are more stronger, more capable, and more than human. Whatever happened to the good old days when newspapers reported office scandals, a mass riot in a public square or a public figure having a torrid affair with another woman?' _he thought. He took a glass from his table and began to take a sip of malt whiskey. His favorite. Jameson put the drink back on the table and stared vehemently at the photo in the paper.

'_What would happen if Spider-Man decided to rethink his current position? He has to know how well-equipped and special he is. What if he decides to go overboard_?' Jameson got a shiver from asking himself that very question in his mind.

"We have no idea who or what you are and that is precisely why I don't find you the least bit trustworthy." Jameson whispered as he gazed at the photo.

In a shrug, he tossed the paper aside as if had not a care in the world.

* * *

Norman was seated in his desk having a very interesting conversation with a certain individual on the phone. Despite his ill demeanor, Norman looked motivated. He was someone who was finally getting answers. Not answers as to how to cure him but answers to past problems. One of them involved the break-in.

"So you're admitting responsibility?" Norman asked conscientiously.

"I admit. I resort to unorthodox methods when I as well…want to make my organization the best that it can be. I mean, even you said so yourself, what anybody must strive to be is…better, isn't that what you said?" Wilson Fisk replied slyly.

"I wasn't aware that your ambition was on par with mine. You do indeed have the nerve, Wilson. Did you know that I can have you put in prison for not just the crime you committed in my company, but for many others…which should have put you to jail years ago?"

"Save your petty threats Norman. You have enough dirt on you that can fill up an ocean. So you're not exactly the epitome of a good Samaritan yourself. But speaking of 'good samaritan', I heard Spider-Man is taking up that mantle pretty well."

"I can see where you're going, Fisk. You want to cooperate with you so that you can take Spider-Man down. The 'Rhinoceros' formula that you stole from me was only ever a last resort, am I correct?"

"Oh yes and I have full reason to use it now. Together, we can bring Spider-Man down, Oz. What do you say? Your science with my weaponry, Spider-Man won't be able to stand a chance!"

Norman smiled as the idea intrigued him quite a bit. "Hmmm…" After all, since he was dying, he needed all the help he could get in trying to destroy the webcrawler. "Perhaps there is an arrangement…" he said carefully.

"I'm listening." Fisk's voice sounded at the other end.

"Peter Parker as I'm sure you remember is an obsession of mine. I want _your_ help in finding anything you can on him." Norman smiled.

"Let me think about it."

"I'll talk to you soon then." Norman managed to say and he was feeling rather agitated. He felt rather ill.

As soon as he hung up, Norman coughed violently. Kneeling and covering his mouth so that no one would be the wiser and try to baby him. As he stopped, he looked at his hand, it was full of blood.

"No..."

Suddenly his head was thrown back as if some original force grabbed his hair with one hand. "Aah!"

"_You better find a cure, Osborn! I do not want to lay dormant again! We're running out of time! You have so little of it so make the most of it!_" a terrible voice sounded.

Norman had held his head in his hands. He looked around and saw that he was no longer on the chair, he was on the floor. "I have to make the most of my time..." he agreed.

* * *

School had begun once again. The school and town were in a state of normalcy once more. Students came to school with certain levels of anticipation. The administrators and the teachers had come to a consensus and eventually reached an agreement that danger if any, would not happen again at the school. It had taken a few weeks for the school board to reach that decision and Peter knew that decisions take time to act upon.

Peter was satisfied overall. He had gotten a job working for the greatest newspaper in New York and he had already gotten an acceptance letter to Empire State University. All in all, everything was looking up for Peter. His spirits seem to soar even further when he saw a school ad posted on the wall. He looked at it with interest.

"Money for tutors! Earn $6 for spending four hours with anybody that needs help with a subject." The flyer read.

Peter was interested and wanted to talk with the assistant principal about it. When his spider-sense acted up and as Peter turned to his left within a millisecond, a hand had been placed on his left shoulder, Peter was astonished at seeing a familiar face.

"Hey buddy!" it was Harry Osborn.

"Yo what up? What up?" Peter and Harry made with their usual handshake.

"I mean we haven't seen each other in days!"

"Weeks." Peter corrected him.

"Seriously, you don't call either. What happened to you?"

_'A lot of things._' Peter wanted to say. "Just been trying to find a job. Actually found one, miraculously."

"For real? Where at?" Harry asked interested.

"The Daily Bugle."

"Damn...that's good. That's pretty good." Harry frowned and nodded, looking completely impressed.

"So yeah, just uh...trying to be proactive."

"So what are you doing now?" Harry asked.

"I'm thinking about taking another job." Peter said motioning over to the flyer on the wall.

"What? You want to have two jobs?" Harry asked incredulously. "You're taking the whole proactive approach a little too seriously, don't you think?"

"My aunt has no job. It's up to me to help make ends meet. I uh...don't even want to go near the subject of finances because..." Peter shook his head but he hoped Harry got the point.

"Sounds tough. Well maybe I could help out, Pete."

"No, I couldn't ask you to do that. Thanks though. But I can't afford you wasting money for me and my aunt. Besides you already do enough when we go to the movies." Peter joked at the last bit.

"Seriously Pete, you need any help I'll be sure to help you out." Harry insisted.

"Thanks but I hope nothing bad does happen money-wise. Listen man, I'm sorry I hadn't kept in contact with you after that whole thing happen."

"I can forgive that. People were scared that day when that dinosaur guy and that shape-shifting maniac showed up. If you weren't afraid you had to be the bravest person in the world. Maybe if you were Mary-Jane or Spider-Man who took matters into their own hands." he said in pompous tone.

Peter knew Harry was referring to Mary-Jane commandeering a school bus and Peter subduing the chameleon and the lizard monster. He listened to what Harry said about that very day. His experiences and his feelings had overwhelmed Harry indeed judging by the severity of his tone of voice and how fast Harry was going with his story.

"So I went out of country for a while to get myself away from all the distractions that New York city has to offer." Harry finished his story sarcastically.

Peter smiled as he finished. "Well I'm glad you're back and hopefully all this craziness will-"

Out of nowhere, a figure ran down the hallway making noises and waving his hands and feet like a maniac. What was astounding and insulting to Peter was that the misbehaving student was dressed in a make-shift Spider-Man outfit and a crude one at that. "I'm Spider-Man! I am Spider-Man! Haters and shamers beware!" he ran passing by Peter and Harry, who looked confounded. Several other students frowned and called him names as he passed them all by.

"I take it some students received some psychological trauma from this whole ordeal?" Harry asked in an unsure tone.

"Ya think?" Peter muttered and walked away with Harry in tow.

Peter felt sheer discontent all of a sudden and after seeing a poser he realized that not everyone held his alter ego Spider-Man in the highest respect. Taking the character and making it a mockery was definitely not what he had planned. For that Peter felt a little down.

"Some people want a piece of him and some want to actually be him. He's like 'Bill Gates'." Harry stated as they walked up a flight of stairs.

"I'll try and understand that, Harry." Peter mumbled. '_What the hell was that about_?' Peter wanted to laugh at Harry for saying that.

Harry frowned and looked at his best friend. "What's up with you? I'm not dissing Spider-Man. I was going to get to the point that people like that aren't exactly honoring Spider-Man in the best way."

"Really?" Peter said looking relieved.

"Yeah!" Harry nodded in absolute. "This guy saved our lives and saves the lives of people he doesn't know. That to me spells hero, dude."

Peter had the urge to give Harry thanks but that would sound pretty strange coming from him. Instead he came up with a different reply. "Yes he is."

"Besides the job search, what else has happened in that oh-so decrepit life of yours?" Harry chuckled as they approached his locker.

"Oh I uh...experienced some changes. I guess puberty calls, you know." Peter responded slyly.

"Man...I can't believe you're getting taller than me now!" Harry said.

"Seriously?"

"Yeah seriously! Now you must have girls lining up to want to go out with you!" Harry laughed.

"Only one I guess."

"Hey yeah!" Harry suddenly remembered. "You still in touch with Mary-Jane?"

"She hasn't called back." Peter said somberly.

After he had gotten his photographer job at the Daily Bugle, he had wanted to call Mary-Jane in her new apartment to tell her the big news. If he had saved enough money, there was a chance he could move into the same apartment she was staying in. He wanted to tell her this to no avail. She had not responded and so she did for the next couple of days.

"That sucks." Harry said as he got some books from his locker. "What about Gwen Stacy though?"

"Gwen is an island onto herself." Peter shrugged carelessly. "Looks are above 100% but as far as personality and behavior goes..." Peter did a swinging dive with his hand and made a sound as if a plane was crashing to the ground. "SMASH!" he added.

"Nice visual effects. No but come on, seriously you wouldn't want to...you know?" Harry smiled as they walked again.

"No, I don't know Harry." Peter said strictly but it was perfectly clear that he knew what Harry was referring to. He was just uncomfortable with talking about a certain act.

"You know exactly what I'm talking about, man." Harry said with much bravado. "If she had a thing for you, would you-"

"She _does_ have a thing for me." Peter nodded in despair.

Harry stopped. "What?!"

He explained. "Despite her involvement with the whole prank, she literally broke down in tears and felt sorry for what she did. She then supposedly..." Peter added quotation quotes using his fingers. "says she likes me." Peter said looking away.

For a while a stunned Harry said nothing. Peter saw how speechless he was and rolled his eyes.

"Come on, let's hear it." Peter said awaiting the incredulous reaction Harry was going to give off.

"Pete..." Harry sighed and pinched the bridge of his nose in mock disappointment. "For a smart guy, you sure are a stupid one at that."

"Look man, I keep saying over and over again that she's not the one I want to be with." Peter said tirelessly.

"Did it ever occur to you that girls like Gwen are hard to get? You're never going to get another chance." Harry said as they walked again.

"Mary-Jane says she'll wait for me." Peter pointed out.

"Really? You seriously believe long distance relationships work? Harry asked him amazed.

"We have a good relationship, Mary-Jane and me." Peter insisted.

"People change, Pete. I mean hey you're living proof of that with your new life and everything. What makes you think Mary-Jane isn't adjusting to a whole new lifestyle? She could get a different guy."

Peter never thought of it that way and he felt worried that Mary-Jane could indeed move on. As class began, Peter found it hard to concentrate not just on his superhero role but of his relationship role. Mary-Jane would always be the object of affection. She would always be literally the girl next door. Now, he had to make sure that relationship doesn't break. '_But how?' _he asked himself.

As soon as he got to his locker, Peter began to wallow in despair as the possibility of Mary-Jane moving on to another man stuck in his mind. As he put his books in, Peter caught a hint of a familiar perfume from behind.

"Pete?"

It was Gwen. Peter turned around and faced her properly. "Hey, how's it going?" he said indifferently.

"OK I guess. Trying to get over what happened the other day." Gwen shrugged.

"Well, it's all in the past now. We got to...to move on." Peter closed his eyes as the saying got to him.

"Tell me about it. So uh...I've been thinking about a lot of things, Pete. Mostly about you of course. I know I said I wanted us to be friends but I-"

"It's not going to happen Gwen." Peter gently interrupted and shut his locker in response.

"Why not?"

"You know why." Peter stated as he walked. Gwen was beside him.

Gwen was in disbelief. "Because of that prank? I had a moment of weakness, OK? Besides Flash would have-"

"Because of what Flash could have done to you, you think it was right to hurt a guy like me?" he said stopping and facing her again.

"I apologized Pete and I mean it. I love-"

"Don't...say it, Gwen. Please." Peter pleaded. "I'm in love with Mary-Jane. End of story."

"She moved away. She's gone from your life now."

"You and Harry-" Peter shook his head.

"Me and Harry what?" Gwen asked confused.

"Never mind. Gwen, find some other boy to like. I don't fit in your world."

"I don't have a _world_, Pete! I dumped Flash and now I'm not part of the in-crowd anymore." Gwen said sadly.

"You mean despite that disaster the other day, they want nothing to do with you anymore?"

"Yeah..." she said quietly. "All I have left is you, Pete. You're a great guy." Gwen's eyes showed signs of desperation and placed her hands on Pete's shoulders.

Peter looked away from her and gently took her hands off him. "Sorry, Gwen. But I don't love you and it doesn't make any sense to be with you if 'I' don't love you."

Gwen's eyes now filled with tears. "So you're pining for Mary-Jane still?" Gwen nodded. "Pete, why are you holding onto a relationship that you know might never last?"

"She told me to wait. That's enough for me." Peter said forcefully.

Gwen looked back at Peter and spoke again despite the tears in her eyes. "I'm not going to stop." she whispered.

Peter gave a sigh of disgust. "Good-bye, Gwen." he then turned and walked away, leaving Gwen alone and sad.

She then gave out a shout out for almost everyone to hear. "You may not love me, but one day you will!" she declared.


	27. The Tempering

**The Tempering**

Arriving to his large, over-the-top home, Harry prepared to leave homework for last. He was going to go to the club downtown and leave the homework for until he came back. _'Hopefully I'll get around to it. If not, I'll call Peter._' he thought. As he passed by impressive hallway and staircase alike as was his usual route to exit the house, in the living room of the first floor, Harry heard something that sounded completely out of the ordinary. To Harry, it sounded as if his father who was up back in the second floor was having an intense argument.

'_Are you kidding me_!' his dad's voice echoed through the house. "_What do you think I'm paying you for?" _

Harry stepped forward to the bottom of the balcony and etched himself closer despite him being on the first floor of his house. Harry concluded it was all happening in his father's bedroom. Because the conversation was heated, Harry could not help but overhear. The last thing he wanted was his father getting aggravated over a business matter.

Every time his father, the great Norman Osborn was yelling, it wasn't a great feeling. Harry ended up miserable and depressed whenever his dad was in one of his moods. All he wanted was his father to be happy. When his dad was happy, Harry was happy. It was clear cut that his father didn't care for him like any other dads would for their child. Harry knew it was because he was under an exorbitant amount of stress from work at OsCorp.

'_All that work he does has him overly frustrated, I forgive him for that. I mean that anger of his…it's not like its killing him isn't it?_' he told himself.

At the same time however, Harry wished his father would treat him like other kids' dads did. Their relationship as father and son was strenuous to Harry. For once, he would like to get some affection from him. But because he worried about his father's lifestyle, Harry felt one day he would have a heart attack or anything related to that. It had been that way ever since he was born. But for the time being, if he was being yelled at himself or scrutinized, Harry took it as a meaningful response that suggested that at least his father was still alive.

Harry went up back to the stairwell and going as quietly as he could so as not to make any noise. As he got to the second floor, he stood right next to the wall of his dad's bedroom. The door was open ajar only by several inches. Right then and there, Harry heard the conversation carefully.

"I can't ask that despicable brat to invite Parker over because he'll start asking a million questions beginning with why I would want to meet him. I only vaguely let out that he can come over anytime but even I know he thought I was hiding something. No, no, no I have to remain inconspicuous. To think…he's actually getting smarter." Norman scoffed.

The last thing Harry wanted was to be alone. With no parents, Harry didn't know what he would do. Crazy would come to mind but luckily for Harry, that possibility was neither here nor there. Still, the thought of being called despicable was over-the-top painful, like a thousand knives stabbing his heart. Harry looked hurt and yet confused. '_Was he referring to me as a despicable brat or someone else?_' Putting the pain of being insulted aside, Harry instead concentrated as to why his father wanted to meet some guy named Parker.

"I need men, Fisk! I need them to spy on him! Just one or two that's all I'm saying!' he yelled over the phone.

'_Who does he need to_ _spy on? Parker? Does he mean...Peter? No, he can't be spying on him. There's a lot of people out there with the last name Parker._' As he looked away from the scene, Harry tried to figure out what his dad meant.

Looking back at the slightly opened door, he found his father nowhere to be found. Harry squinted and tilted his head back and forth to get a better angle. Frustrated, he turned around when a yellow eye peered at him through the opening as he left.

* * *

As Peter got home, apparently relieved from getting away from Gwen, he began to distract himself with his homework. Studying was always something that soothed him, that calmed him, that made him feel better equipped. _'Knowledge is power, that's true_.' Peter raised an eyebrow.

He waited for his computer to start when he carelessly turned to shelf by the door. There he saw on the shelf a certain notebook he found. In his movable seat, he rolled his way and over to the shelf and shot a webline to the notebook bringing it down to his lap.

Frowning, Peter went through the first page of the binder which had his father's name labeled. Making his way to the first page, he saw numerous notes that had been jotted down by blue pen ink. Peter flipped page after page that was full of various equations and mathematical formulas. Theories and hypothesis were all over the place in the notebook. One thing Peter knew for certain was that his father was nothing short of intelligent.

'_So my dad was smart like me.'_ Peter thought impressed.

As he went over another formula of how DNA replication was possible, Peter turned to the next page where he found something peculiar. Peter had to be astounded by what he found written. It looked as if his father was conducting an unusual experiment at the time.

HUMAN/ANIMAL AT GENETIC LEVEL

What his father wrote down had enough to make Peter get goosebumps and he wasn't even having his spider-sense act up.

_'__Whlle we have often thought humans are on a slow, evolutionary progression. Science in all its golden splendor has provided us answers to questions we've never thought possible about the human condition. One thing that we didn't further factor with science was nature to the fullest extent. Yes, there is of course the debates of science vs nature and nurture vs nature, etc. etc. But what if some animals with qualities that make them superior to humans such as enhanced strength from a bear or gorilla, or astonishing speed from a cheetah can be passed down to a human.' _

Peter with his mouth hanging open could not believe his ears. He could not imagine how such animalistic traits could be passed down to a human. '_It may be possible. I mean, hey, look at me. I got certain traits of a certain eight-legged creature!_' Peter told himself.

Several news articles had been torn and stapled to the notebook page. One article read:

'PARKER ON THE VERGE TO PERFECTION'

Another had read:

'MISSING PIECE OF COMPLETION FINALLY FOUND!'

Peter flipped to another page where the next page with it was blank as well as the final rest. The page Peter flipped to was apparently the last and had a large piece on the bottom torn. Writing was shown on the top.

'_My discovery into genetic splicing of animal DNA into human DNA was a success. Too much of a success. However, I have had second thoughts. This formula is not ready for this world. But Osborn is relentless. I don't what I've gotten myself into when I showed him my findings. He insists on having actual human trials using my formula. Luckily I've destroyed every single one. But I have to go. I have to leave. He would use such a formula for his own personal gain! I have to leave my son with my brother and May. I cannot let this formula get into the wrong hands. The formula-"_

And that was the end of it.

The page had been torn on the bottom preventing Peter from finding out more. Closing the notebook slowly, Peter was at a loss. '_What had my dad gotten himself into_?'

"So that's why my parents had to leave because of…Harry's dad?" Peter frowned. "No, no that can't be. Harry's dad wouldn't be that malevolent." Harry had often told him how his father was a great man and how he was in his way to revolutionize the science industry.

Suddenly a beep from his computer sounded off.

It was an instant message. Clicking the box open. Peter to his dismay found out it was from Gwen. Sighing in annoyance, he clicked the box off. Peter went back to pondering about his dad's notebook. Upon reading it, Peter felt a few of his questions had been answered. Not only did he end up being confused with what he found but he found more questions were being added into the mix.

Something told Peter that he had to find out more. _'But where do I start?_'

Another beeping from his computer went off and Peter saw that it was another instant message from Gwen. '_Man I need to stop giving out my information to people.'_ he thought as he shook his head in despair. Peter had no choice but to listen to what Gwen had to say this time. He opened the page where it covered the entire screen.

PETE IT"S GWEN.

Peter typed in his response without a care in the world.

WHATS UP?

The response was practically immediate. IM IN TROUBLE I NEED YOUR HELP!

Peter typed in as fast as he could.

WHAT?

Gwen responded fast again.

HELP ME.

Suddenly the user was offline. Gwen was gone.

Peter leaned back in his chair. 'Man...there's a lot of heart-pounding moments happening right now!" he gasped. "I mean...why didn't she just call?" he frowned. Peter thought long and hard about this. He took out his cell phone and dialed Gwen's number he had. Putting to his ear, he waited for the phone to pick up.

_'Hey this is Gwen, I'm unavailable at the moment but I'll get back to you-' _

Peter hung up and sat by his computer contemplating.

There was still a chance Gwen meant that Peter was Spider-Man and so that was why she texted him. That was obvious. But if she was in trouble, Peter didn't know how he could find her. Peter found out the best way how. Donning the suit and mask as fast as he could, Peter as the red and blue spider-themed hero went out the window and off to the night.


	28. The Attraction

**The Attraction**

It wasn't as if Gwen Stacy was cursed with bad luck, she was cursed with having an overprotective father. After lecture upon lecture that she had with her father in trying to get him to understand that she was not a little girl anymore, Gwen had finally succeeded. '_I'm that persuasive_.' She thought happily at the time.

But lately after being in several incidents, Gwen felt she was running out of excuses to convince her dad to just let her go outside and experience life while she still could. He had said one time that he would prefer she just stay at home where trouble wouldn't come to her. But she wouldn't hear of it. Gwen had claimed that she was mature for her age and she had proved it to him on several occasions. Her argument to her father ended with the usual line that every growing adult used on their overprotective parents.

'_You can't control me forever_!' she had said to him.

Indeed that very line had quite an effect on him. She could see it in his eyes. That look that suggested he had lost the argument. George Stacy, her father, the great captain of the police force in New York City, yielded to Gwen. Gwen saw it as an ultimate victory.

But now in the predicament she was in, she was wondering whether her dad had a point. The point that Gwen was a magnet for trouble. She thought back as to how all this happened.

She was on a bus that was heading north downtown toward Manhattan. Gwen had planned to go to a bar where she always hung out. She along with a few other people were minding their own business when an unhinged man began to make a scene. Now it was not unusual to see an abrasive man on board the bus or anywhere else, Gwen had seen enough of those people in the city, people that didn't have a job or the mental capacity to keep their mouth shut. The man yelling at the bus driver was no exception.

The bus had stalled due to the man's consistent yelling. Apparently he had no money on him as Gwen saw as he got on board although he argued that he did. Gwen had to roll her eyes at the scene and as she looked at her watch to tell how much time was being spent on watching the man acting like an idiot. Rolling at her eyes, Gwen had no choice but to continue watching the laborious scene that took place between the bus driver and the doors to the bus.

"Now why...would I come on a bus if I wasn't going to pay for the damn ride?" the short man said to the driver rather defensively, with a cheesy grin on his face.

"Are you kidding _me_?" the bus driver said as if he had seen a touchdown from the rival team happen. "You were the last one to get on the bus. What? You don't think I can see? I didn't see one single coin dropped in here!" the bus driver smacked on the fare box in emphasis.

"I guess you must be blind then." the short man shrugged.

Hearing moaning and groaning alike from the other passengers, Gwen had enough and for that she became involved. She was getting rather impatient. "Hey, can we move it along, please?" she said to the bus driver irascibly.

"Hey sugar-buns!" the short man said to her in a sardonic tone. "Why don't you just sit there and look pretty I mean, that's all you can do right? This don't concern you!"

"She's got a point though." The bus driver started on him again. "These people are in a hurry and I got a lot of stops to make so why don't you do yourself a really big favor and get out of this bus or I call the cops?" the driver said slowly as if he were talking to a child.

"But I'm a nice guy, man!" the short man said slyly when it was pretty obvious that he was still making a mockery out of his predicament. "I'm trustworthy!" he smiled to the bus driver and smiled to the rest of the passengers and displayed himself as if wanting a hug. Scoffing, Gwen merely raised an eyebrow as if she wanted to say '_You are so...pathetic.' _

"Get out! Get out now!" the bus driver yelled as he opened the doors.

That was when the mayhem began.

"Hold on just a second! Maybe my biggest fan here would persuade you to change your mind!" the short man then took out a gun from inside his jacket. He pointed it at the crowd of people on the bus. People in the back immediately screamed and the people seated in the front including Gwen who gasped out loud from the crime that was happening.

Seated in a row and behind two other seats, Gwen instinctively reached in her pocket as quickly and carefully as she could and pulled out her smartphone. The last person she wanted to get was her father. If he came and rescued her, she would never hear the end of it. Instead she contacted the only person she could rely on. Since she couldn't call, she texted. As soon as she found his number she typed in as fast as she could.

PETER, PICK UP PLEASE

No response was given. Gwen knew it was because Peter had no interest in her but she had to make him understand that right now, it was a matter of life or death.

PETE ITS GWEN

She looked up and saw that the short man was busy detaining the bus driver. He had confiscated his keys and wallet and proceeded in tying him to one of the handicapped seats. Gwen looked back at her smart phone desperately waiting for a response. It had been a few moments when a reply was issued.

WHATS UP

_'Yes!_' she thought and immediately texted back.

IM IN TROUBLE I NEED YOUR HELP!

WHAT?

Gwen incredulous and trying to get to the point as fast as she could only put the words. HELP ME.

"What do you think you're doing there, sugar-buns?"

Gwen, wide eyes practically filling up her face in shock, put her phone underneath her. _'Great...now I'm dead meat_!' she thought as she looked at the gunman in utter fear.

He was a lunatic by the looks of him. He had on a brown jacket dirty with soot and black boots. The cane he had in his hand was the reason for why he was dangerous. The cane had a large blade at the end of it. It was unlike anything Gwen had ever seen. But the most awkward aspect of all was a 'HELLO' sticker on his jacket that said his name was _Fancy Dan_ in the wide, blank space of it. Another frightening characteristic of the man was that he had a large gash on his forehead that was slowly healing from whatever violent ordeal he was previously in.

Gwen focused on one person that could get her out of this. If anybody could shut this guy down, it would be that guy.

'_Peter…it doesn't take that long to put on the Spider-Man outfit does it?'_ Gwen wanted to say.

"In case you've gone deaf, I said what the hell you think you're doing?" he yelled at her.

"Trying to check my social network account? It's the ultimate communication these days, you know." Gwen said a bit meekly and she knew the guy didn't buy it.

The guy grabbed her by the hand which caused Gwen immediate discomfort that she gave out a yelp. She had dropped her phone under the seat where it vibrated intensely. A call was being made to her.

"Congratulations...because of what you might have done, regardless if not, you just became my hostage!" Fancy Dan grinned.

"Look I think you're blowing things way out of proportion! Just stop all this! You want to go to jail?" Gwen did not know what got her to speak to the gunman this way. She just wanted the man not to hurt her.

"I ain't going to jail, darlin'. But speaking of blowing things out of proportion, since my buddies, the enforcers went to jail and I as the only escapee." Fancy Dan declared. "You get to help me get them out! You see this is how good I am people!" he turned his head back around to face the passengers on the bus. "Prior to me getting on the bus and...paying." He gave out a smile to the bus driver, who shook his head in disbelief. "I put a little something-something underneath this here bus!"

Gwen gasped out loud and so did the other people on the bus.

"So now, since I know that the cops is coming now I have to resort to them getting a news station to broadcast all this! That way I can give out my demands, one of my demands being that my buddies, the enforcers get out of jail scott free."

The front window of the bus shattered unexpectedly, sending waves of glass forward where the people covered their faces with their hands. The new passenger crouched down as if he was about to prowl on his prey.

"Spider-Man?!" Fancy Dan said in surprise.

"Thaaaat's me! Now I want you to do two things: One, let the pretty girl go and two: I think you might want to surrender willingly so that you can tell your buddies in jail how you were taken down by a man in spandex!"

"I don't think so!" Fancy Dan pointed the gun on Gwen Stacy's head. "How about you back off and I won't splatter said pretty girl's head all over this here bus!"

"Nice to know you're the negotiating type." Spider-Man cocked his head. "You see how about you just calm down and-" Spider-Man then pulled a fast one and launched a webline to the man's gun and launched it out of the window to left, where it shattered and the gun fell out of sight.

Fancy Dan looked outraged.

"Oh! Sorry, sometimes these things…" Spider-Man waved his fingers. "…have a mind of their own."

"Well I guess I have to go to such other extremes then!" Fancy Dan said and pulled out his cane that he had since put in his coat. With astonishing speed of his own, Fancy Dan took it out and pointed it at Spider-Man before he attacked.

On the bus, Gwen could hardly believe that such a fight was going on. She never thought in her wildest dreams that such a thing would ever occur and much less with her bearing witness to all of it. Gwen saw as Spider-Man used whatever space was available to dodge the lowlife's moves, which surprisingly were very good for someone like him. She saw Spider-Man actually trying to keep up.

The cane was used as both a spear and a sword respectively. The gunman named Fancy Dan used evasive maneuvers that matched Spider-Man's. Several times the blade almost cut other people who were seated in the front. Gwen, who was watching the fight millimeters across from them ducked away from the horrid man's cane. She continued watching the impressive display nonetheless.

Just when Gwen thought that Spider-man was starting to slow down, he came fast with his web-shooting techniques. While coming up with his own punches and kicks, Spider-Man was shooting web that attached the man's foot to the floor making him unable to move, but the Fancy Dan's cane slashed at the web, rendering him free. Spider-Man did the same thing to his other foot which was cut down once again, Spider-Man launched another to his original foot but it was cut down once more.

Finally it was over, the man's cane was knocked away by Spider-Man's foot which now had Fancy Dan resorting to kicks and punches which were all blocked by Spider-Man. Finally, Spider-Man gave a tremendous kick that launched him to the far end of the bus and pinned his hands and feet to the bus wall using his webs.

"So I'm guessing now you're going to have go to downtown and say you almost took me down, huh?" Spider-Man said coming forward.

"That ain't happenin'!" Fancy Dan chuckled as he remained pinned. "You don't even know where the bomb attached to this bus is located!"

"What?"

"Unless the enforcers go free, I ain't telling you where the bomb is!" Fancy Dan declared in a triumphant manner..

"I'm guessing..."Spider-Man walked with his hands tied to his back as if in a casual manner. "...that we only have a minimum amount of time here. I'm also guessing you speaking in intelligent words sometimes, which I'm sorry to say doesn't really make you intelligent."

"Huh?"

"I'm saying when you put that bomb on the bus, you didn't really think things through. A clever criminal would have rigged the doors so that anyone escaping would automatically activate the bomb."

Fancy Dan now had his eyes opened to the point where surprise and enlightenment were expressed.

Spider-Man continued."You see I can just leave you here while I escort these nice people out and leave you here to your fate." Spider-Man said rapidly. "Buuutt...since you say you don't want to tell me..."

"It'satthefrontpartofthebusunderneath!" Fancy Dan spoke rapidly as he finally understood.

"Thanks. The last thing this city needs is an unnecessary hole in the street. If this bus went, it would be one hell of a pothole!" Spider-Man joked.

As the police and bomb squad arrived, Gwen and the rest of the passengers got off the bus and onto the sidewalk. Spider-Man who was on top of the bus surveying everything was about to go when Gwen stopped him.

"Wait!" she cried looking up at him.

"Sorry, babe. But other crimes are happening!" a cheerful Spider-Man insisted but Gwen spoke again.

"Can't you just-just..." she said desperately and yet she didn't know what she was about to say.

"What is it?"

Gwen calmed herself down. She gulped and looked at him again. "Please...take me with you."


	29. The Complication

**The Complication**

It was an unexpected request. He didn't know what to tell her. He could well in fact refuse politely but on the other hand, Gwen had a genuine look about her that caught Peter off guard. She was desperate and willing for him to take her. Peter had his heart set on Mary-Jane Watson, who has remained incommunicado since she left. All this and more, Peter remained indecisive. Looking around he saw the usual crowd of people looking right at him wondering what him being on top of a bus was all about.

On the other hand, he was curious about her. There was a part of him that wanted him to comply. '_But who does she really like most? Peter Parker or Spider-Man?_' he thought. Apparently Gwen's persistence, whether he was Peter Parker or Spider-Man was beginning to have some kind of effect on him. He didn't know what it was but he knew it couldn't be love. '_It can't possibly be..._' There was no love for Gwen as Peter knew full well what Gwen did or rather, what she was about to do if the prank had gone underway. The point was Mary-Jane was still in his heart.

"Please…" Gwen said again.

Snapping back to reality, Peter as Spider-Man made his decision. Perhaps he might be able to talk some sense into her. He slowly began to raise a hand toward her when yelling occurred from behind. Turning around, he saw the gunman crudely named Fancy Dan, struggling with the police. Suddenly his spider-sense started ringing.

'_What's going on?_' he thought.

"This ain't over Spidey! Ya hear me! This ain't over! You think it is but it ain't!" Fancy Dan cried as he was planted face first to the ground. He then began to let out a muffled laugh as his face was placed to the concrete by the police.

Ignoring him, Spider-Man continued to survey everything around him to wonder what was going on. '_Why is my spidey-sense acting up?' _

"What is it?" Gwen asked below.

Peter looked down at her unable to come up with answer and the next thing he knew it he saw an image heading toward him and tackled him off the bus immediately. The figure's arms wrapped around him and took him with him in an outrageous tackle. Off Peter sped with the attacker hanging onto him. He went off at such a velocity that for the first couple of seconds he didn't know what was happening. After gaining a moment of clarity at high speed, Peter recognized the wings and the old man's bald dome, it was the man called the Vulture.

'_What is he doing here? What does he want?_' he thought as he tried to fight him off.

The vulture's unbreakable grip held onto him as he continued to spear Spider-Man through the city street.

"You remember me, do you dear boy?" the vulture cackled.

Spider-Man thought of a solution that could get him out of the vulture's grasp. For that, he responded "I have a good memory, I mean, seriously? Who'd forget an ugly face like yours?"

"Why you!" The Vulture took a hand off Spider-Man's torso and planted it to his neck and proceeded to choke him.

Peter's hands wrapped around the Vulture's wrist and tried to make him let go. All the air was leaving him. For once, Peter knew he was in trouble and for that he used whatever adrenaline he had in his system to get free. But the grip was too strong and there was nothing more he could do.

At a point where he was losing consciousness, Peter came up with an idea. '_It's ludicrous but hey all those Bugs Bunny shorts got to amount up to something_!' Suddenly Spider-Man yanked his hand free and shot a webline to a random building. He shot another one using his other hand.

As Peter theorized, the vulture was slowing down. Peter knew however that eventually they'll snap back in the opposite direction. Finally the Vulture slowed down and he looked perplexed. "What the-!" The vulture then saw that Spider-Man's hands were holding onto weblines and his reaction turned to that of sheer terror.

They had paused but they were at the point where the line was ready to snap. But the Vulture merely hovered and looked at Spider-Man with a perplexed expression.

"Looks like you're out of fuel!" Looking up to the dreaded man above, Spider-Man then used his feet and in mid-air, kicked Vulture sending him flying back so fast.

Peter immediately swung after him, webline after webline. It was Peter's intention that the man with the alias Vulture be sent back to whatever hell he came from. Swinging from building to building, there had been no sign of where the Vulture went. Before he could question where he went, Peter's intuition rang loudly and as usual his body acted on its own accord. He did a backflip which made him land on the edge of a building.

"I take it you're not happy that I took you down the last time, are ya?" he asked him as he stood atop of the building.

He saw that the Vulture turn around and face him. The Vulture amazingly floated a few feet across from him. He gave a demented grin. "From one freak to another, your time as this city's entertainment is at an end, Spider-Man!"

Peter became astounded at Vulture's words. "Really? How many times have you said that in front of the mirror before it broke?" he joked.

Apparently the jibe had the old man in such a fury that he charged at Spider-Man once more. Flying forward at such sheer velocity, Peter ran across the rooftop as fast as he could. Going with another attack, Spider-Man stopped running long enough for the Vulture to fly past him.

'_Is he always this dumb or does that wingspan just too...ah whatever...'_ Peter thought as he shot a webline that stuck to the man's foot as he flew.

Leaping upward using his own momentum, Peter landed on the Vulture's back. "Hey! What's up? And don't say 'us' that's too obvious, did you miss me?"

"Get off you annoying webhead!" Vulture proceeded to shake him by going leftward and rightward. Peter clung on regardless of what he did. "You know what would make this more fun?"

"You dead?" Vulture grunted as this time, he flew inverted with Spider-Man looking upward and seeing a street and cars passing by.

"Actually..." Peter struggled. What he was about to do could very well get him injured or worse, but he had to rely on his wits and luck that he was going to get out of the situation he was in. "I'm wondering what it'll be like if you flew handicapped!"

Peter let out a hand and covered the Vulture's eyes. Immediately the Vulture tried to shake him off harder than ever. "Agh! Let go!" he screamed. Soon they were flying out of balance, shaking back and forth and wobbling from side to side. Knowing he was distracted by covering the Vulture's eyes, Peter gazed forward now.

A glass window of a 100th floor building appeared several feet from them. The image of the long window made Peter's spider-sense go haywire and for that, he had no time to stop or time to think, they broke through the glass window and landed in an empty office building.

On the floor, fighting through the throbbing pain he felt in his head, Peter stood up slowly and looked around to engage the Vulture once more. The empty office remained just that and the Vulture was nowhere to be found. It seemed ominous to Peter indeed.

'_So he just disappeared within the blink of an eye?_' Peter shook his in confusion.

Suddenly his spider-sense went off. Looking around, Peter saw that a small object rolled to the floor by his feet. Peter, in a split second flung the object with a web-line and swung the thread in an incredible speed. However fast he tried to go, the object nevertheless activated and the next thing Peter knew was darkness, unable to think or feel.

* * *

She had never thought she would be in such a place. It was too soon. It was too early. The adjustment was in no way going to be easy. After convincing her mother that she was mature enough to live on her own, Mary-Jane finally settled into a small apartment she could afford. However, the stress wasn't gone. _'I have no one to be around with. I have no one to talk to. I can't talk to Peter unless the court says I can which really bugs me. Why is this happening? This is too sudden!'_ she thought miserably.

Sitting on a small cot that she was able to make into a comfortable bed, Mary-Jane wondered what she was going to do from this day forward. '_It's a life-changer, alright? But how long would all this_ _last_?' Finally setting into a new school was something she was really not looking forward to. The new life was not what she expected.

"This is so unnecessary." Mary-Jane said in a whisper. She continued to be in a daze. hoping that if she closed her eyes and opened them, her life would get back to normal. Closing her eyes, she saw an image of Peter, the one guy she couldn't stop thinking of. '_I'll wait._' the image of Peter said. She reached her hand as if she could touch him but the image disappeared as a loud bang destroyed her thoughts.

The door knocked unexpectedly snapping Mary-Jane back to the moment. Getting up, she answered it and saw a horrendous sight in front of her.

"Hello, sweetie." the dreaded figure rasped.

"What are you doing here?"

"I'm just here to take what I belong!" the figure chuckled and then took a swig of beer.

Mary-Jane couldn't believe that her father had found her.


	30. The Alternative

**The Alternative**

Of all the bad luck she had, Mary-Jane thought her father's arrival only elevated her misfortune even drastically. The fact that he was right in front of her only proved that her entire world, her entire life was wrong and unfair. Right then and there, anger and frustration overwhelmed her entire state of being. But at the moment she wanted to get answers. But first she had to get the answer to the obvious question.

"How did you find me?" she asked grimly.

"You don't think I'm smart enough to know where my own daughter is? I mean you could be miles away and I would still know where you are." He said in a slur.

The fact that he was being ambiguous with how he found her only elevated Mary-Jane's worry even further. She tried to be strong. She was not about to surrender to her anxiety. Whatever was going to happen or not, Mary-Jane vowed that she was not going to break.

"What do you want?"

In a gruff voice, he responded. "I'm here to take you home. What do you think I want? You think I'm going to let you live by yourself? Not if I have anything to say about it!"

"I'm not going anywhere with you." she said in a casual tone.

Her father instantly turned livid. "Who are you to say that you're not going anywhere with me? You don't think I'd forget what you said in court, did ya? Well, now it's time for your punishment." he growled as he placed a hand on the side of the door hard enough to make Mary-Jane tremble a bit.

"I don't get it. I thought you were in prison?" Mary-Jane raised an eyebrow before she continued. "Did you break out? You know what? I don't care now all of a sudden because whatever the case may be, you being here is only going to make things worse."

'_Even though they already are…for me._' Mary-Jane thought.

She knew what was coming. The very thing that made her hate the man with all her might had arrived. She didn't even know how it happen. On the floor and rubbing her cheek, she winced at the pain but grit her teeth and took it in. She heard the door to her apartment close and footsteps followed behind her as she crawled. '_God…somebody help me._' She wanted to say.

Suddenly her hair was grabbed and she let out a shriek as the roots of her hair were being stretched to the point that she thought daggers were being inserted in her skull. She was up in either case and led to a wall with her father's face inches away from her. His hand was on her throat. Mary-Jane wanted to vomit at his stench. His body odor was not above reproach with all the alcohol in his system.

"You really think things are worse?" Her father whispered menacingly. "Well I think you got that backwards."

She was used to this kind of matter. For that, she had to go with the usual option. Mary-Jane no longer cared that he was her father. '_A real father wouldn't be like this man in front of me. I wish he had been like Peter's uncle._' She thought solemnly. Mad at the unfairness of everything, she kneed Dennis in the groin causing him to break his grip off her and knelt down trying to catch his breath.

Astonished at what she had just done, she backed away from him and clutch her chest trying to rid herself of the shock of having struck her own father.

"You little-!" he threw himself upon her pinning her to the floor.

She tossed and turned trying to free herself but his weight was too much. "Now it's time for your medicine!" he said as he grabbed his bottle and was about to hit her with it when the door to her apartment burst open. The door was knocked so hard that the hinges broke off and the door itself fell to the floor. The intruder stood at the doorway. Mary-Jane was a bit relieved at the newcomer.

It was Spider-Man.

"Hey! You get out of here! This ain't your business! Ya hear?" Dennis said as he got up.

Spider-Man said nothing and merely stood there but it was clear that through his wide angle lenses that he was looking at him intently. Mary-Jane took the chance and got out of the hold she was in crawled to a corner where she hugged her knees. '_Thank God he's here but…there's something off about him_.' she frowned

"You want to be a hero is that it? Who are you to interfere with people's affairs? Why don't you go off and save some other tramp?" Dennis shouted.

Spider-Man continued to say nothing but after a while, he came in slowly as if he to analyze the situation and inspect the man more clearly.

"You're not a very nice man are you?" he said seriously. "The fact that you gain power from hitting and insulting an innocent young woman such as her is ghastly indeed. There are other ways of getting power. I am a man with such power and even if I were to tell you such ways of getting power, your feeble mind wouldn't process it all for you've already chosen a brutality that is questionable in today's society. It is you that makes ordinary people be inferior. _You_ are the disease, in other words. The time has come for people of my caliber to emerge."

"What?" Dennis frowned.

Spider-Man then punched him in the face and gave him another one with his other hand. Dennis was down. He tried to get up when he was kicked in the face. Down again, he tried to crawl out of the apartment. They went to the hallway. The next thing Spider-Man did was drop his foot on Dennis' calf, making him scream in pain.

Mary-Jane saw all this as she stood at the doorway when she saw how Spider-Man grab her father by the lapels of his shirt and threw him down a stairwell. The sight of it made her heart stop. She placed a hand on her mouth. But it was done and Mary-Jane couldn't do anything about it.

_'__Is he…?_' she wanted so much to say. But no words were uttered.

Spider-Man turned around and looked at Mary-Jane and cocked his head as if he were studying her. Mary-Jane backed away in fear. _'Why would he do such a thing? I thought he never killed_!' she thought.

"What did-" she tried to say before the red and blue web themed man came to her.

"Oh he's alive but barely…he has sustained injuries in his upper back and spinal region as well as a major fracture in his right leg..I know. Believe me. Seeing as how as the first phase of my plan is in effect…." He turned behind to look at what happened at the stairs. Mary-Jane backed away slowly trying to make her way back to the apartment.

"The next phase is about to begin." He said as he walked toward Mary-Jane.

Mary-Jane backed into a wall completely in terror from Spider-Man.

"I remember you. You were there at that one school. Nice to know my sources are good at finding people. You are of course, Mary-Jane Watson." He said smoothly. "You're quite the brave one, aren't you?"

"Who are you?" Mary-Jane demanded when it was then that she realized. "You're not Spider-Man!"

"Your powers of observation are apt for such a young lady." Spider-Man took off his mask to see a white one underneath making Mary-Jane gasp in horror. He looked like a skeleton with human eyeballs.

"Which is why I hate to do this." the white-masked man said in a foreign accent. "But Spider-Man...must pay for the embarrassment he has caused me."

The next thing the imposter did had Mary-Jane in stunned belief.

* * *

George Stacy was one that hated being kept out of the loop. His partner Hutchson was never the one who informed him at the appropriate time. Hutchson had brought in Gwen from the whole act that occurred downtown. To know that his daughter was somehow a witness to the whole bus affair was earth-shattering. But one thing that made him amazed was that Gwen actually came to him and told her side of it. Now in her office, George had stood up and looked out the window. Hutchson who stood beside Gwen gave an impassive expression.

George had never understood how a great city like New York had become infested with super-powered individuals. It was to the point where he wasn't sure how to respond if he ever came across one. Sighing, he turned back to look at Gwen, who remained seated and wore the same worried expression on her face. Her testimony was quite intriguing.

"Is that it?" he asked her.

"They took Spider-Man, dad." Gwen said annoyed.

"I'm sorry. But I don't see how that's the police's problem." he said as carefully as he could.

"Are you for real, dad? You guys deal with missing people on a day-to-day basis! You have to find him! He may be in trouble!" she cried out in desperation.

"He only went missing for only several hours, Gwen!" George stated. "This does not mean he's technically missing!"

"He could die, dad." she said with tears in her eyes.

"Sir..." Hutchson spoke up. "A few witnesses told that they caught a glimpse of a flying individual who fits the description of the man that attacked the mall a few weeks prior."

George grew restless. "Hutchson. Just stay quiet for a minute. Gwen...I'm glad you're safe but I cannot have you involved with this! I forbid it! Now I am your father and I will take care of this but right now you need to get on home."

"Well excuse me for thinking you could do something about it." Gwen said after a while and stood up and slammed the door to his office that the window almost shook.

Gwen sighed and felt as if he were several years older. '_God...why can't she just stay put?_' he wanted to say.

"Sir...what is the real reason you don't want to pursue this?" Hutchson said now that Gwen was gone.

"That agency that took that Dmitri guy, they're calling nonstop giving vague questions and vague answers. It's getting to the point where I don't want to deal with these people! But they're not willing to get away from this department. Man...I wish I never met that man."

"You're saying they're interfering with our work?" Hutchson asked concerned.

"I'm saying it's to the point where they're talking to people like the mayor and other representatives of New York that they want to organize with us. But I know better, Hutchson. I've been a police officer for God knows how long and believe me...I know when I'm being played with. So that being said...I agree with Gwen..."

"What do you mean?"

"I mean we got to take these sorts of people down. Before this agency or whatever claims them and does God knows what with them. I don't want the government thinking they can control these freaks cause something tells me, they can't and millions will pay the price." he whispered.

* * *

He had no control of his body. Willing his body to move, there was no reaction whatsoever. As he stirred, blurred images came right in front of him. They were difficult to make out but eventually they were starting to come together almost as if the pieces were assembling themselves. He concentrated on making the images make sense to him, to fold as they should. How long he had been knocked out he didn't know but what he did know was that if he were any other person, he'd be dead by now. Finally things were starting to come into focus and Peter tried to understand where he was.

From his position, he looked and could only turn his head left and right. Peter looked down and saw that his body was strapped to a table. His hands and feet were bound by metallic cuffs. The table stood up so that in a sense, Peter wasn't lying down but rather getting a good look at where he was. The room he was in was dark and smelly. Almost as if it had been a cavern. '_Perhaps underground_.' Peter assumed. Water from who knows where was a giving off a loud drip every second.

If this was the Vulture's hideout, he wasn't too surprised. '_Besides all villains live in dark, crappy places. It's in the superhero manual for crying out loud.'_

Instead of freeing himself, Peter took the time to inspect his surroundings. The place seemed rocky in formation. It was structured naturally due to the jagged edges the walls were decorated with. To his right, he saw a passageway that served as an archway with how wide it was. _'Obviously for when that creep has to get through due to those wings of his_.' Peter thought. The high ceiling was so dark that it seemed like a big, black void. Even though, his spider-sense wasn't acting up accordingly, Peter had the shivers just by looking above. _'It must go all the way up._' Peter thought.

Eventually Peter let out a sigh of frustration. "OK...I'm seriously not liking being here." he said out loud.

The metallic cuffs attached to him were easy to break but Peter was not stupid. He was not about to break loose knowing there might be traps hidden in the room somewhere. He went back to how he was knocked out. '_I threw that object away but it detonated so fast, I didn't have time to get it out in_ _time_.' he thought.

But the one thing that troubled him was that whoever threw the bomb obviously knew where he was. '_I crashed through the building. How did the guy know he was there unless...'_ Then it hit him. Obviously the Vulture and whoever else was responsible were eventually going to lead Peter into that very room at that very building. '_Either that, or the whoever it was probably saw us from hundreds of feet below and pulled a 'Flash' and supersped into the building._' He shook his head as he realized it was unlikely. '_But hey...strange people are on the rise so it wouldn't be unlikely then_.' Peter now felt morose. He had no idea what was going on.

"Greetings and salutations, young man or should I say the vigilante crudely titled 'Spider-Man'?" a voice from up above responded without warning. Peter turned his head to the left and then to the right and eventually he lifted his head to the dark ceiling where the voice originated. '_Who is that?'_

Peter was not about to let the strange man who remained unseen intimidate him. "I take it you've heard of me?"

"I have kept up with your accolades indeed, Spider-Man. You've made quite a name for yourself according to the Daily Bugle. Helping out the less fortunate, incapacitating the average criminal and save the beautiful dame in distress. I say you've become famous even though there are some people out there that remain wary of you."

The voice felt cold and lifeless almost mechanical. It was apparent that whoever had Peter was hiding his identity including his voice.

"Alright...let me pick out a lifeline here, Regis Philbin. I take it you're the one who knocked me out in that very building are you?"

"You're smarter than you look apart from the costume, of course. I don't trust you, Spider-Man as I implied a moment ago. I could have indeed reveal myself to you but I take it you're not keen on sticking around for someone to talk to, someone to start actual conversations with. I thought this would be more appropriate. It would take me some time to get to know you better."

"Hey you could have waited! I was thinking of joining that social networking thingamabob that everybody's talking about so that you could-" Peter was then interrupted.

"Spider-Man. The point that I'm trying to illustrate is that if I do find you very unique as you cynically let on, perhaps we might join forces. My intellect, your elusiveness, you can just imagine the possibilities."

"Hmmm...sorry. Not a big team player, man." Peter muttered in response. "Besides why should I trust you? You're probably working with that Vulture creep. Why don't you show your face instead of hiding behind some robotic voice?"

"For a young man, you're very bold. I see why people underestimate you."

"But you don't?"

"You really want to know who I am? Very well..."

To Peter's surprise, the figure had been hiding in the shadows and he didn't even know about it. '_How did_?' he tried to ask himself but what was appalling was that the man was someone he dealt with before. The figure was clad in a purple business suit and a mask that was a bit freaky. He had put down a voice changer on a desk.

"Oh my God!" Spider-Man shook his head disappointed. "You?"

The chameleon gave a nod.

"I gotta say that voice thing was a bit too much. Not to mention unnecessary."

"I like to remain inconspicuous."

"I'll say."

"Not just that. They say we live in a world where outcasts cast fear or hatred to the average being. The only way an outcast can survive is if he joins people who are just like him." The Chameleon said.

"Yeah about that. Where's your new buddy 'bird-man'?"

"I would hate to think that is the ideal name for Mr. Toomes. It's not very appealing." He smirked before he composed himself again. "Adrian Toomes is currently deploying the next part of my plan."

"What? Laying an egg?" Spider-Man asked sarcastically.

"No... dealing with a damsel in distress I believe and we both know how you like saving the damsel in distress do we..." The chameleon stepped in front of the archway. "Peter Parker?"

Peter lost his breath and the surprise that his adversary knew his identity was daunting. Shock seem to overload his system and he felt his mouth had gone dry. He had felt as if he were powerless all over again. It was the way he had felt when Flash had beaten him up countless times. Scared, intimidated and not knowing what to do. For once, Peter was without words.

"Oh yes." The chameleon said smoothly. "I know everything about you. You left a trail of breadcrumbs that my people were fortunate to find. For someone as smart as you, you're very inept when it comes to the concept of 'secret identity'.

Peter tried to explain. But the Chameleon lent out a hand stopping him.

"You can't deny your true identity, Mr. Parker. Why am I doing this? It's not because I'm diabolical. I'm ambitious. It is ambition that drove me to find you and your girlfriend."

"NO!" Peter couldn't believe it. "You leave her out of this! She has nothing to do with me or with you! This is between you and me!" he shouted.

"You never should have interfered with my affairs. I have a short temper when it comes to nuisances like you. But I am if not humble, your fates will not be tragic if you comply with one single wish I have."

"What?" he grit his teeth.

"To join me." The chameleon smiled.

* * *

Mary-Jane could not believe where she was. Sitting atop an edge of a very tall building was not what she ever wanted to experience. '_I do have a fear of heights.' _she thought. Where she was at, she was in a seated position and did nothing but survey the impressive city before her. The buildings seemed to go on and on. She didn't know what building she was. But one thing that surprised her was that her fear was non-existent.

Sure, she had been frightened when her dad found her and attacked her. But her new situation was nothing compared to that. The person who had took her was far out of the ordinary. _'Like me...I'm an outsider_.' To another person, Mary-Jane was sure that person would scream or suffer a panic attack. But growing up in a bad household, she had learned a few tricks to fight back, to stay strong. But even Mary-Jane knew that the flying maniac made her go out of her element. But even so, she was not going to break.

One thing she concentrated on was a certain person. Peter. Every time she thought of him made her feel a little more at ease. Nothing else mattered but him. '_Would I ever see him again though?'_

"So..." the winged maniac appeared and Mary-Jane was proud of herself that she didn't jump or get scared at his sudden appearance.

"Quite a view huh?" the Vulture asked her.

"It's very impressive." she said with no emotion.

"Come now, sweetheart. You can't help but be scared. At least act like it, you're never going to get any attention if you don't scream, people won't save you, as if they could!" he chuckled.

"I've screamed long enough." Mary-Jane stated.

"Oh...you're the stubborn kind, aren't you?" The Vulture said as he closed in on Mary-Jane. He had wrapped his metallic wings around the corner of the building she was bound to. She did not look away from the demented man's eyes. She did not want to give him the satisfaction. He started to hiss at her.

"Doesn't matter what you are or what you do." she said. "You're going down one way or another."

The Vulture began to utter a slow growl. "How about I hang you off this here building? Would you still feel brave?"

Without looking away from him, she merely said with a shrug. "It'd be quite an alternative."

* * *

Peter could not believe what was happening. Apparently the Chameleon was very good at getting people and he was very relentless. Peter thought he should surrender but not without getting reassurance that Mary-Jane was alright. Still bound to the table, he spoke to the Chameleon who asked him to join him, which was something he knew he wasn't going to do.

"First, let me see Mary-Jane!" Peter said.

"You are in no position to make demands, Mr. Parker. Oh I apologize..._Spider-Man_." The Chameleon smiled. "The only thing I can guarantee you is that if you were to join me willingly, your girlfriend will be spared. Now I ask again...will you join me?"

"I just-" suddenly his spider-sense began ringing in the back of his mind and a loud noise was heard throughout the entire room.

"Ugh!"

Spider-Man looked at the Chameleon and was amazed at what just happened.

The Chameleon was shot in the left area of his chest. He fell down with a grunt. He started to convulse and gasp out loud. He grasped his chest trying desperately to block the pain.

Peter's restraints suddenly detached from his wrists, enabling him free. Landing on the ground, Peter became wary immediately. No one was around. No other shots had been fired.

Spider-Man turned left and right to see the shooter. His spider-sense was going haywire that Peter thought it was malfunctioning.

As he stood in the room, he braced himself for whatever was going to come at him. He hated surprises. But as he waited for the surprise visitor, Peter looked down at the man who had tormented him so. He was still shaking. He knelt down to him.

"Well…I guess this is bad, huh?" Peter said as he looked at the Chameleon's wound. "You're still going to live though. But I'm not going to kill you…you _are_ going to pay though. But something tells me someone wants you badly than me. If you ever come near me and my friends, I still won't kill you but I will…stop you!" Spider-Man then ran toward the archway. No longer caring who it was that saved him. He would care about it later. '_Right now…I gotta save Mary-Jane!_' he thought.


	31. The Metamorphosis

**The Metamorphosis**

Soaring through the arch with sheer ferocity that could rival a modern-day Olympian, Peter tore through the arch and out into the night sky when he approached the exit, he stuck his feet upward to the sky and as he went downward in the form of a backflip, he landed on top of the edge of a hill where the tunnel that led to the Chameleon's hideaway was down below near the base of the hill.

"Alright then…" Peter breathed out a sigh of relief. His captivity was not his idea of fun at all. "Now that that guy's taken care of, how do I find Mary-Jane?" he asked out loud.

At this point, Peter could see the whole city far ahead and it was there that Peter tried to figure out what to do. The ocean was right in between serving as a form of barrier. Peter had no idea how he was going to get back to the city. '_No…_' he wanted to curse out. Peter was discouraged. He had no idea how he was going to get back to the city where he had assumed Mary-Jane was being held captive by the maniacal Vulture.

As Peter looked around the area, he made a conclusion of where he was. "This is probably a harbor of sorts. Wherever I am, I have to get out of here before the guy that took down 'Mr. Shapeshifter' tries to come after me." He said.

Assuming Peter was going to find Mary-Jane in time, he would worry about who or what took down the Chameleon. '_It seems I'm in several mysteries so far._' He thought. Just when he had finally found a clue to his father's disappearance, Peter was always distracted. '_Being a superhero is a 24-hour job, alright_.' He thought in agreement.

He wished he could have had a chance to ask the Chameleon where she was. But he was in such a hurry, the thought never occurred to Peter.

"I can't go back. No siree. At this point, whoever it was that shot the chameleon took him and disappeared." Peter said. "I don't want that guy to start thinking that I'm a catch as well. How the hell am I going to get across? I mean, Mary-Jane could be in any one of those buildings! If there was only some way..."

As if a prayer had been answered, Peter saw several boats coming up to the shore and prepared to dock. Still in his suit, he knew now how he was going to get across.

"_Well what do you know? Prayers do get answered._' Peter thought.

Peter rationalized that he could launch webline after webline to each and every one of the boats until he would eventually get to the city. He then let out a web-line that attached to the branch of a tree. Peter then swung forward and proceeded to make his way toward the boats.

'_Now aside from a crappy cave if I was a super-villain where else would I keep my captor?'_ Spider-Man thought as he swung away sending out weblines at antennas and poles that were attached to the boats.

* * *

With the wind blowing from below, it added much more tension. Mary-Jane could feel the intensity of being over three hundred feet high. Mary-Jane struggled not to look down. The back of her neck had been grabbed by the maniac Vulture and now she was hanging off the tallest building in New York. Mary-Jane struggled not to scream.

The man's grip was not enough to choke her but it was enough for him to cause bruises to her neck. The pain was not new to her. With her eyes closed, she wished that the madness was all over. Yet, she was reconsidering dying. The love of her life, Peter Parker, still lingered in her mind. The boy who seemed like the only guy who could truly understand her. _'Peter...I wish you could read my mind right now...'_

"Open your eyes, girl! You can't escape the reality of it!" the Vulture behind her cried out.

'_I'm seeing you._..' Mary-Jane continued to think. '_for the first time when I moved in years ago. You looked at me but I looked away. Right from that moment, you had disappeared from the first years of my life...and now that you've finally spoken to me after all these years, I was taken away.'_

"It's a quite a view down there ain't it, sweetheart? I suggest you see it!" The Vulture kept on saying. "You feel it don't you? The impending doom that awaits you if you continue being a bad girl?"

Mary-Jane continued to ignore him as she continued thinking to herself. '_I regret not staying with you._' she finished before she opened her eyes and spoke to the Vulture.

"Is this all you got?" Mary-Jane managed to say out loud. "You don't entertain much do you?"

"Oh, that's good. You got some spirit, darling." The Vulture grinned maliciously. "You're only being bold because you think that freak in the red and blue tights is going to come in and save the day."

"You know, that hadn't even crossed my mind and what are you now...a wanna-be psychiatrist?." Mary-Jane replied in a conniving voice. Even though her throat was grabbed by the psychotic man, she managed to maintain her audacity.

"I don't think so either..." a familiar voice was heard.

The Vulture turned from bewildered to annoyed in an instant."Oh crap. It can't be. It just can't be." The Vulture used his free hand to pinch the ridge of his nose. He shook his head as well. It was a sign of frustration that Mary-Jane caught on and it made her much more satisfied.

"I was under the impression 'Mr. Camouflage' had you subdued!" he shouted. "Well I guess now that he's out of commission, I have to take things into my own hands!" Vulture said sinisterly.

"Why don't you put the hot girl back over the edge and maybe I won't rip you a new one?" a voice said behind the Vulture.

Mary-Jane was ecstatic to see the infamous superhero in a crouched position. Spider-Man had arrived and Mary-Jane knew it was him. '_It's him alright_.'

The Vulture turned to face his adversary. He became angry beyond all recognition. He didn't comply with what Spider-Man had said and merely looked at him as if he were studying him.

"As much as I 'loathe' dealing with you, you haven't thought this through, have you Spider-Man?" he gripped Mary-Jane tighter, who gave out a whimper.

"You come any further and the most terrible thing will happen to this poor girl. I drop her and she dies. So who really has all the power here?" he asked him.

Spider-Man cocked his head as he responded. "I know you're not the negotiating type and I know you're just going to drop her anyway. If you do drop her and the worst of the worst will come to you. You think your life is crap? You're going to wish your life will be as it is rather than what I would do to you if you drop her. So if you think you're the one with the power, think again Mr. Clean." he shook his head.

"You know how much I like hearing your petty threats, Spider-Man. So let's see if you can comply with everything you just said." The Vulture hissed. He then proceeded to drop Mary-Jane, who closed her eyes and grit her teeth. Her feet were dangling.

"Don't do it, Vulture!" Spider-Man warned.

"I have nothing!" Vulture yelled hoarsely. "I have nothing left but this!" he then spread out his metallic wings, each one as formidable as a set of knives. "You're just like me…why are you wasting your time and energy saving these people who don't give a crap about you, let alone themselves?"

"Power is all about responsibility, dude. Period." Peter replied simply. He knew that the Vulture wouldn't understand but it was the only thing that popped into his head.

"You belong to us. That's the truth…" Vulture said not listening. "You belong to our gallery. It's only a matter of time before the people of this great city see you for what you really are and their opinions will eat you up inside. You're going to be the one calling the shots and the people will want to hate you for that. Even this one…" he looked back at Mary-Jane.

"You can't do this!" Peter whispered. '_What else am I going to say to talk this old man down? He ain't even listening!'_ he thought.

"So I'm doing you a favor Spider-Man. One hater down, four million of this city left."

He then dropped her screaming away and the Vulture flew off from the building. Spider-Man had two things to overcome and he had to do them fast.

First, he knew the Vulture would escape as soon as he dropped Mary-Jane and for that he immediately let out a long webline that attached to the Vulture's right foot as he soared. Peter used the end of that very line and tied it to a small bar on the floor of the building.

Next, he jumped down where Mary-Jane had already begun to get near to the ground. Falling forward, Peter heard a rough yell from above and a window crashing. The Vulture was out. Peter used a webline that attached to Mary-Jane's shoe and as fast he could, launched another webline above using his other hand. The catch was done.

Spider-Man caught Mary-Jane just in time. Using his strength, he pulled his webline and made Mary-Jane jump upward. She gave a scream and she landed in his right arm.

Peter was in awe that he saw Mary-Jane again. As her face was inches away from his mask, he could still taste the sweetness of her aura, her scent, and her complexion which radiated beauty. Her long red hair screamed perfection and even as disheveled as she was, her hair retained its usual setting. Holding her was another thing entirely. Mary-Jane's warmth brought comfort and it was intoxicating.

'_I feel like I'm seeing her for the first time_.' Peter thought. '_It may have been a long while but seeing her now…I can't even explain it._

Her eyes looked at his. Even though he was wearing wide lenses, Peter could tell Mary-Jane was searching for who he was. Her eyes bore into him, into his very soul as if she were calling out for him. '_I want to tell her who I really am…_' Peter thought. He really wanted to kiss her, to feel her lips pressing against his.

Mary-Jane, full of adrenaline after the whole ordeal breathe heavily in and out. She then spoke to him. "Thanks again." She nodded.

'_But not now_…' he thought. Peter decided he was going to have to tell one day when he was ready to take the relationship to another level. For now, Peter could tell Mary-Jane was going through a lot. Surely she was not ready to accept his superhero persona.

They landed on the ground as gently as he could. People on the sidewalk stopped walking and looked at both Mary-Jane and him, Peter paid them no mind. Several people took pictures with cameras, others with smartphones. They were all pointing and muttering. Peter rolled his eyes before he looked back at Mary-Jane.

"You sure you're OK?" he asked her.

"Yeah, yeah, I'm alright." Mary-Jane said as hugged herself.

Peter didn't know what else he should say to make her get over the shock she was feeling. "I know this was one hell of a show but it's all over. You should get on home."

Mary-Jane nodded sheepishly. She stayed still however and looked at the crowd of people absentmindedly. She appeared spaced out.

"You should probably get some sleep." Peter suggested. "I could uh…I could escort you back to your apartment."

"No, no, no I'm alright walking by myself…it's just…" Mary-Jane sighed. "I want to know if you're really what you're all about. Do you really care about us?"

"_More than you know, Mary-Jane._" Peter let it slip.

"How do you know my name?" she backed away from him and frowned.

"Well…" Peter sighed and admitted defeat. He was going to have to reveal to her who he really is. The awkwardness of knowing who she was is too much even for Peter. "The truth is, I'm really-"

Suddenly police sirens were heard and the cruisers themselves began to park right next to the curb, officers immediately got out of the car with their guns raised. _'Guess some people don't see me as a true boy scout yet._' Peter thought and was about to swing away when he caught a familiar face looking back at him from one of the police cars.

The girl made Peter stop in his tracks. '_What's she doing here?_' he thought. It was Gwen. Gwen got out of the car as quick as she could and by the look in her eyes, she wanted desperately to be a part of what was going on between Mary-Jane and Peter.

Peter went his usual satirical attitude. "Whoa! Whoa! Officers, this isn't what it looks like! She's been through a whole lot tonight! But if you want a real creep to arrest, he's up there at the 50th floor!" he said pointing above.

Peter stopped his antics seeing as how they weren't doing him any good except getting a few laughs from passersby. Not one chuckle was issued from the police officers. They all had their guns trained at both Mary-Jane and Peter.

"Sense of talking, anyone?" Peter asked wanting to know what was going on.

A police officer wearing his bulletproof vest and Chief's hat came toward them with his gun aimed. Peter recognized the police officer as Gwen's father, George Stacy, the captain of the New York City Police Department. Peter saw how serious he was as his gun was held with both hands. Peter backed away as slowly as he could and so did Mary-Jane.

"Don't shoot him, dad! Please!" Gwen cried out. "He's just trying to help!"

"Lieutenant! Hold her back!" he shouted without taking his eyes off of Peter.

"Unless I did something wrong, Captain…I see no reason why you should have your guns aimed at me."

"I agree." George Stacy said calmly. "Which is why I hate to admit this but…you're not under arrest, Spider-Man."

"Thank you. Now I'm guessing this whole 'guns pointed at me' is just a precaution or a warm welcome?"

"You're not under arrest, I said. _She_ is."

Peter looked at Mary-Jane in surprise. She was also appalled. "For what?" she asked desperately as she was being detained.

"For attempted murder of your father, Dennis Watson." George stated.

'_What the hell is going on here?_' Peter frowned.

* * *

Norman Osborn had enough with waiting. The clock was ticking just for him and it was enough to make him worry about the impending death that awaited him. Rather, it was time he regained his strength once more. He was not going to be dormant for long. '_Apparently I wasn't strong enough to handle the formula the first time around. This new one will enhance me, it will make me more powerful than I ever was!_' he thought. Any goal or obstacle in his way would be vaporized as far as Norman assumed.

In the laboratory where the science division operated, Curtis Connors began doing the final stages of the formula. He wished he didn't have to do what he was going to do. Sadness crept into his system. _'Something tells me I'm going to pay dearly for what I'm doing. I'm responsible for whatever bad's going to happen. I guess I'm a coward for not doing anything about it.'_

Norman peered over Connors' shoulder as he continued to be fixated on whatever he was seeing under his microscope. He could see that Connors got a shiver and knew that he felt his presence. He smiled and said. "Is everything in place?" he asked.

Curt looked away from his microscope and looked at the dreaded man standing before him. "It seems your formula finally found its jet fuel." He replied.

"Excellent. I'll be taking it now." Norman said simply.

"Are you crazy? It could be dangerous! We should test it first!"

"Why would it need to be tested?" Norman asked with a shrug as he held the tube in his hand. "I trust your knowledge. You were the missing piece all along Connors and I thank you for that."

Connors merely said nothing at this point. He was indeed curious as to what was going to happen. '_Curiosity breeds learning_.' He thought. Connors let Norman be. Deep down, he hoped the formula wouldn't work.

Immediately he placed the vial inside a syringe gun. It was loaded and charged. He had his sleeve up to where a vein would be located.

_'Finally_…' a voice ranged in Norman's mind that wasn't his. _'I will be in full glory, in true form, my potential reached once more!'_

"Here's to me...conquering death!" Norman declared. He plunged the syringe into his system and the transformation was as painful, life-changing, and life-altering. Connors couldn't even utter a word. He didn't even do a thing to help Norman when he had collapsed on the floor. Shock was what prevented Curtis from doing anything. Eventually the process was complete. The man who was Norman Osborn had become a literal green hulked creature with pointy ears and sharp teeth. His new height made him even more intimidating. The creature looked around the room and looked at Connors giving him a toothy grin.

"I...feel amazing!" he growled in delight.

Connors didn't witness a God, he witnessed a true monster.

* * *

**Author's Note:** That's it for Spider-Man battling different types of villains. The next chapters at this point will only be about the Goblin and how Peter deals with both Mary-Jane and Gwen with their own problems and needs. The chapter titles as well will be different at this point. I personally consider this chapter of the 'Change Saga' that I came up with. At this point the chapters again as I said will be about the New Goblin based on the Ultimates version. After the Goblin saga is over or on hiatus, I will put in either Dr. Octopus or The Lizard or Sandman as the main villain. This is not me saying I'm going to take a break. This is just to state that the next chapters won't be on more than one villain, it'll be one villain only. Well that's that, hope you guys enjoy this chapter and I'll post the new ones pretty soon! :)


	32. The Goblin Legacy Episode One

**The Goblin Legacy Episode One**

'_You're under arrest_…' the words continued to echo in her mind as she was escorted. Mary-Jane desperately tried to appeal. The circumstances surrounding her detainment were vague and she demanded an explanation. As if her life wasn't miserable enough, it went on a turn for the worse.

"But why?" she had asked again and again. "I didn't do anything!" she cried.

Unfortunately the police officer offered no explanation and he merely gave her the Miranda Rights, making any plea that Mary-Jane gave no longer be moot. Her forehead was placed on the top of the police cruiser and for that Mary-Jane let out tears. At that point, she was broken. She gave up hope that there was a chance for a happy life. She no longer cared.

"Do you understand these rights as I have given them out to you?" the officer asked again.

Mary-Jane gritted her teeth and muttered her response while shutting her eyes. "Yes."

"Wait a minute here!" Spider-Man cried out.

Looking behind her while she was being handcuffed, she saw the superhero come up toward the captain until they were face to face. A few officers stood beside the captain in case of defense. Perhaps all was not lost as Mary-Jane saw how Spider-Man rallied to her defense.

"What is the meaning of this?" he asked outraged. "This girl was recently kidnapped and you're saying she's wanted for attempted murder? What's up with that?"

The captain gave no suggestion that he was being intimidated and instead he went on with his usual serious manner. "I don't need to answer to the likes of you! Why don't you get the hell on out of here before I decide to label you not just a vigilante but a potential accessory as well?"

Mary-Jane had hoped that right there Spider-Man would appeal to her case. She had been wary of him for quite some time. Maybe she was wrong about him_. 'Seeing him defend me…it's just very noble. Too noble. It's almost a quality that….No. No it can't be. Spider-Man couldn't be-'_ Her suspicions were interrupted when Spider-Man spoke this time.

"I'm not your enemy sir. I know good people and I know bad people as well. I can tell you straight up that this young woman has done nothing wrong." Spider-Man stated.

George sighed. "As honorable as you may seem, Spider-Man, you are not above the law and because you don't take the law seriously, it means you don't understand it. We have evidence suggesting that this woman beat her own father and threw him down a stairwell."

Despite being instructed to remain silent, Mary-Jane shouted out when she heard what the captain said. "That's a lie! I didn't do it!"

The officer immediately put her head back on top of the car. "I said you are instructed to remain silent!" he yelled at her.

"We have her fingerprints." The captain added.

Mary-Jane immediately understood now. '_It was that Spider-Man impersonator!_' she realized. She wanted to call out to Spider-Man and the captain about the man impersonating Spider-Man a few hours ago. But instead she was placed in the squad car before she could even utter out a syllable. Through the window, she heard nothing but she did see Spider-Man frantically giving his side of things. Mary-Jane did not know what he was saying but he hoped whatever he said would get her off the hook.

As the argument between Spider-Man and the Captain went on, Gwen went right by her father's side. She was talking and Mary-Jane hated how the thick glass in the car prevented her from hearing. _'What the hell is Gwen saying?_' She wished she could read lips. The captain shouted something at Gwen and she gave a sheepish look to Spider-Man before walking away from her father.

Apparently Spider-Man looked defeated as his head hung as if he had an exorbitant amount of shame and shook it slowly as if he were having a bad headache. The captain was saying something to Spider-Man that caused him discomfort. Apparently he was losing in his argument. She saw as the captain pointed in a random direction upward and a muffled shout that sounded as if he had said the word 'Go' was heard. To her disappointment, Spider-Man wearily activated his webline and swung out of sight. Mary-Jane looked defeated and hung her head. The captain and his daughter, the infamous Gwen Stacy were standing side by side now. Mary-Jane eventually looked at Gwen, how she seemed to have everything going for her and she couldn't help but loathe her.

Gwen locked eyes with her and she said nothing. Her face was hard for Mary-Jane to make out. Gwen just rolled her eyes at her and walked away from the scene immediately getting back into her father's vehicle. Mary-Jane gave a resigned expression and sat back in the car she was in.

* * *

"What do you mean that Fancy Dan is in jail?" the man's voice boomed.

The goons Wilson Fisk was looking at gave no answer nor did they give any indication that they knew what he was talking about. In the warehouse, where his base of operations functioned, Wilson Fisk was displeased that the best man from his friend gang, the enforcers was imprisoned at the present time. He treated the place as a barracks for his fellow men seeing as how they had no place to live. But at the moment, he showed disappointment to his workers. He still waited for answer. So far, there was nothing but silence.

"No one?" he silkily said with a raised eyebrow. Fisk gave off a smug expression as if he were toying with the idea that he was glad that his workers gave no answer. They knew what kind of man he was and he knew what kind of surprises he would have in store for them if no one did what they were supposed to do.

"Sir...apparently Spider-Man took him down." one of them said.

An exasperated Fisk saw that it was one of his timid goons finally growing a spine so that he wouldn't receive such harsh punishment. '_Anything to get out of the fire pit. Desperation can be disgusting at times_.' he thought. The answer that the henchman gave was not surprising but rather more annoying than anything.

Shaking his head in disgust at the thought of Spider-Man. Fisk became thoughtful about him and then after a second he let out his frustration."That's apparent. That's obvious. But the thing that really wants me to shout and yell at the top of my lungs is how come no one has done anything to get Dan or either one of the remaining enforcers out of jail?" he said calmly. "These are our top allies, gentlemen! They are not expendables. They are gangs of honor! We need them!"

One of them a heavy-set man who almost looked like Wilson's size spoke up in trying to reassure him. "Don't worry boss that Spider-guy will pay!"

"At least some of us are broad and confident." Wilson said impressed by the man. "Anyone else care to contribute?"

"We'll try and get the prosecutor and defense offices tapped. We already control several of them. Wherever they have most of the guys, it's a sure bet those law guys will bend over willingly." the same gangster suggested.

"That process is already underway. But apparently both the defense and prosecutors are rather reluctant to lend their will over. So now I have to resort to blackmail. Any suggestions?"

"Kidnapping and extortion?"

"Bingo." Kingpin pointed. "Find out what you can on these people and bring the information to me. Until they fall in my hands, their 'lives' will be in my hands!" he grinned.

"Boss..." the big man asked. "What about Osborn? That guy still wants us to spy on this little-bitty kid."

Fisk looked thoughtful before he spoke. "Norman Osborn is a very, very ambitious man. Such trait is admirable but a vast amount of it can make such a man in lack of a better word...unfocused. But nevertheless a very formidable opponent. Osborn's a man who has dogs in his fights. He's very stubborn as well, a trait that makes me dislike him all the more. Now I've agreed..." Fisk began to say carefully. "That we should spy on this boy albeit sending in only one or two people to stalk, follow, whatever. That got Norman riled up as I stated the plan but I said to him that I wasn't willing to diminish my manpower just for one boy who clearly...is of no threat!"

The gang were paying attention now more eagerly than ever.

Fisk continued. "I don't know what Norman's obsession is regarding the boy. Just because he's the son of the great Richard Parker is not enough. Norman's hiding something from me, gentlemen. Without further detail from the man, I see no reason why such a cooperation is necessary to bring down Spider-Man."

"Sir..." the timid goon spoke up. "If I may, can't we just let him go on with the notion that we're having all assets trained on this kid or better yet, can't we just blackmail '_him_' instead?"

"Interesting idea." a pleased Fisk rubbed his chin and looked at his gang member in a new light. "What do you suggest?"

"We know Osborn's bringing in new shipments of chemicals. Until he relinquishes some of his assets to find this guy, we should be capable of doing heists."

"Excellent!" he whispered in delight. Fisk was now satisfied. "Make it happen! I want Osborn to know exactly who controls what in this city!"

A loud crash occurred from behind Wilson removing all satisfaction he had. The blast was immense and the force brought him and his men to the floor. On the ground, Fisk saw as the entire wall behind him exploded with such incredible force. His men were also on the ground coughing from the dust and debris scattered all around. Fisk eventually saw what had brought the wall down. A large being with a green hue stood where the wall had been. Fisk could not help but gasp at the creature's red eyes and spiky texture.

"Fisk..." the monster growled.

"What the hell is that!" one of the men shouted.

The monster gave a growl that was almost a sneer. The monster had instantly taken everyone by surprise. Some of Fisk's men trembled at the sight of the horrible figure. Fisk on the other hand felt fear and the need for comprehension. He just couldn't believe what he was seeing.

_'It's not possible..._' Fisk thought that such monsters were fairy-tale nonsense. He could not believe that such beings were real.

Several of the men found the urge to raise their weapons and fired relentlessly at the imposing creature. The bullets hit the creature which immediately roared and it proceeded to charge at the men. Fisk got out of the way. He quickly hid behind several empty kegs. Fisk saw to his terror his men being subdued by the hulking green creature.

"AAH!" one of his men screamed as he was sent flying by a kick sent by the creature.

The creature had phenomenal reflexes and before Fisk's men made a hit, the creature evaded the attacks and came with deadly moves of its own. Eventually his men were down and it was clear that the creature was formidable and strong. The green figure looked around the floor to admire its handiwork by the sneer it gave off. Fisk took the chance and as slowly and quietly as he could proceeded to sneak away.

Suddenly he was yanked back as a scaly hand grabbed his broad shoulder and because he was a large man Fisk found it astounding that the creature had enough strength to throw him back several feet.

"Uh!" he cried. Wilson's head had hit the ground hard and began to groan.

Before he could even think, Wilson's collar from his suit was yanked upward. It was then he saw the monster in full view. His eyes were wide with shock and horror. He just didn't know what to say much less what to do. The arrival of the creature was unexpected and unprecedented. _'Surely no one has seen such a thing before!'_

"Going somewhere Wilson?" the creature managed to say with a deep, horrendous voice.

"Who are you?" Fisk whispered.

"What's the matter? Can't recognize an old friend?"

Fisk was at a loss for words.

"It's me..." the monster said. "Osssborn!"

"Norman?" Fisk gasped confused.

"You've disappointed me. You were going to betray me. Oh yes, I heard you just now. Apparently you think I'm what...stubborn? IS THAT WHAT YOU JUST SAID?" He yelled at the last part.

A sweating Fisk could no longer respond and merely stared at the creature in shock.

"Just when I found you useful. I did before. But now, you're just prey!" the creature cackled. "Soon 'I' will be the one that runs not just the city but the world!"

Its red-flecked eyes poured through Fisk's and gave a crooked smirk as he saw how afraid Wilson became. Norman was obviously satisfied.

"AAH!" Wilson screamed so loud from the unknown pain overwhelming him. He didn't know where it came from but he wanted it to stop. He then knew nothing but darkness.

* * *

_'Why is everything being taken from me?'_

Peter Parker once thought that everything was about to go his way when he realized just how special he was. It wasn't the case lately. '_Apparently being special doesn't mean your problems will go away.'_

"I mean why does this have to happen?" he said out loud.

Mary-Jane was taken into custody and nothing he did at the time was enough to get Mary-Jane off the hook. He refused to believe that Mary-Jane would attack her father. Although there was a possibility. One that Peter just wouldn't accept. '_She did hate her father. Her father beat her. He treated her badly. Maybe- No. NO! NO!'_ Peter grasped his hair as if trying to shake off the voice trying to dissuade him. He refused to believe it.

_'How do I get Mary-Jane out of prison?_'

Soft footsteps were heard and eventually made their way to the living room where Peter sat in a somber mood. Slowly, his Aunt May sat across from him. "Peter what's wrong?"

Peter tried to go with a different approach so that he wouldn't upset his aunt. The last thing he wanted was for his aunt to start making his problems her own. "Ever wonder why things don't go a certain way?"

"What's this about?" Aunt May asked.

"Just...in general." Peter shrugged.

"Sometimes things are set in motion so that we can become better people. Whatever happens to us whether it's good or bad, it makes us stronger in the end." Aunt May replied.

There was one question that plagued Peter. "How...did you get over Uncle Ben's death?"

"I didn't, Peter. I still mourn him. He was the love of my life. We planned to grow old together. But I believe God has a reason for taking him. Maybe it was time for me to wake up and stop hiding."

_'Stop hiding_.' Peter wondered. Her aunt's words would always illuminate him in some way or another. For that, Peter stood up and made for his room. He looked back and said.

"Thank you, Aunt May."

"Always." she understood.

* * *

Harry was not normally one to be back home on time but lately he had found the club-going to be rather tedious. _'Guess I'm getting old now. Either that, orm I'm turning into Peter_.' he thought with a smirk. He placed his car keys on a random desk with tassels before he made his way up to his room.

"Harry..."

He turned around and saw his father standing at the top of the stairwell. Harry gasped. He could have sworn there was nobody up there. "Dad?" His father merely said nothing and motioned for Harry to walk up.

"How've you been?" he had said happily as they were face to face.

Harry frowned. His father had never, ever asked him how his day went. "Ummm...OK I guess." he said unsure.

"You know what your problem is Harry?" Norman asked with a raised eyebrow.

Harry sighed and braced himself. "Alright, tell me."

"You have no goals set for yourself. You've had it easy, too easy. I don't need to tell you what it takes to be successful. You already know but I know you would just fall asleep if you heard it again. You need to create a legacy. I can help you, Harry."

Harry frowned and didn't know where his father was going with this. "What do you mean?"

"You can be much more than what you are Harry. Didn't you know that? I mean, I know how much you want the appreciation from everybody, from your friends, from girls, and even from me."

Harry waited and for once he was listening.

"Don't you want to be liked, Harry?" Norman asked with a hush whisper.

"I do, dad. I do." Harry nodded.

"Good. Which is why I'm telling you one thing before we go forward. You know what makes a man unkillable, Harry?"

"What?" he asked confused.

"His legacy." his father answered.

'_Ok...Where's he going with this?'_ he thought in confusion as his father placed a gentle hand on his back and motioned for him to follow him to his room.

* * *

**Author's Note**: Here it is, I made the next upcoming 'Goblin Legacy' chapters into episodes because I thought it'd be fun. Hope you guys like it and enjoy! :)


	33. The Goblin Legacy Episode Two

**The Goblin Legacy Episode Two**

A cautious Harry made his way to his father's personal make-shift laboratory. It was originally a basement before his dad went crazy on it and made it into his personal workspace. '_Guess he's really taking his work home with him._' Harry thought as he looked around the area. The place was dark and ominous which only heightened Harry's anxiety.

Instead, he concentrated as best he can on the objects around him. Tables were set up along with certain chemicals in small containers stationed were what made Harry want to freak out. But nothing made Harry want to scream when he saw an assortment of sharp objects that looked like knifes and scythes that looked shiny and sharp. '_This is like mystery science theater meets saw._' Harry thought with a frown.

With all the equipment and concoctions brewing, Harry realized for what seems to be the first time that his dad was certainly not lacking anything in the science department. Being the big industrialist that he is, Harry knew that his father was working on something big. '_The question is…what is it_?' he thought. '_What exactly does he want to show me_?'

His father stood over a table in which several lab containers stored a mysterious green potion. Norman turned back around and showed Harry the small tube full of the green liquid with two fingers.

"What's that?" Harry frowned.

"This…is the missing piece of what the human DNA strand is missing. "You see we all start out unique in our own ways. Me for instance I used every fiber of my being to become the man you see before you today."

Harry did not know where his father was going with this and listened as best as he could.

"Those of whom go to that human limit will be successful, powerful, and better. But just because they are doesn't mean they have mastered their true potential." Norman said a bit sinisterly which caught Harry off guard.

"And uhhh..." Harry gulped. "I take it you've found it?" he asked unsure. "You made it actually?"

"In a sense." Norman said slyly. "I've unlocked something rather unique, Harry. They say fable creatures and fantasy monsters are all just that...stories. But I've made progress and tapped into something much, much better."

"I'm not following you, dad." Harry said uneasy.

"What If I were to tell you that human beings, some human beings rather, were originally supposed to be more than humans, somehow more...ancient?"

"I don't get you, dad. You mean to say that formula can make you into some kind of...thing?" he said backing away from his father now.

As if he didn't hear Harry, Norman said. "I was meant to be something else. I was meant to be..." he then closed his eyes and in an instant Harry couldn't believe what was happening. He became frightened beyond all belief as he saw his father transform into a hulking green creature with horns in his head and spiky protrusions in his arms. His red eyes practically emitted terror.

"Oh my God!" Harry cried out.

"No..." the creature declared in a growl. "Not a God! The Goblin!"

Gasping and unable to move due to the horror he was witnessing, Harry continued to stare at the green creature that had once been his father. "What are you going to do to me?"

"To be the man...I wanted you to be from the very beginning!" The Goblin replied hoarsely. "You want everything?" It lend out a hand which had the corked tube full of green formula. "...then this will make you...better than everything!"

Harry finally found his movement capabilities and ran away from the horrid creature. He didn't know what it was but all he knew was that he had to get away from it. _'Whatever that thing is, it's not my dad!_' He threw a lab glass at the creature and without knowing whether it had hit him, Harry left the area as quick as he could.

He ran out of the basement and out of the house entirely. As he made his way down the dark, foggy road, he felt eyes staring at him in the dark. _'I gotta disappear!_'

* * *

No answer.

That was what Peter received when he had called Harry last night. Of course, Harry was known for going out late at night and not paying any attention to what could be construed as top detail. He had called again an hour later and still there was no response. Giving up the phone calling, Peter waited until school the next day when he would see him in person. It was an emergency.

It would be of course asking a lot. Peter knew that full well. But he would pay back Harry however he could should things go good with the Mary-Jane situation. Asking Harry if he could use his resources to get Mary-Jane out of jail was something Peter was working on. He struggled to know what to say, let alone think how exactly he was going to say it to his best friend.

Before he went to school, Peter wanted to check up on Mary-Jane. It would be the first time seeing her since last night but also the first time he would see her in jail.

'_Hopefully she's hanging in there_.' he thought.

He went into the holding facility and asked the guard if he could at least spend five minutes with her. After some heavy persuading, the guard reluctantly agreed to do so but only on the condition that it would be indeed five minutes. No more time, period. He had said.

Peter was led into a room that he recognized from old crime shows in which the inmates and the people were separated by a large panel of glass. '_Anything to keep the inmates from holding on some salvage from the outside world_.' Peter thought.

He took his seat in the booth. To his left, a phone had been attached to the booth wall. '_Our only means of communicating_…' Peter thought miserably. '…._you gotta be kidding me_.' Peter was the only one in the room. No one else would show up at the crack of dawn to go to prison to see any of the women inmates. '_Well, it 'is' early in the morning.' _

The door swung open with a clang. Two guards were escorting a sad-looking Mary-Jane into the room. She was handcuffed from head to toe. The guards freed her hand restraints and motioned for her to sit. She had eyes wide open for Peter and from what Peter could tell, it was the first time in a long while that she saw anything good arrive to her.

They were both instructed to pick up the phones and talk through them.

"Peter..." she said joyly.

"I heard about what happened." Peter said nodding in understanding. "I think it's crap."

Mary-Jane nodded. "Apparently Gwen's dad isn't convinced. I already gave my side of the story. But they're not buying it. The detectives don't believe that I was kidnapped, that's unbelievable!"

"I know." he whispered. "How you holding up so far?" Peter asked in the phone.

"Trying to hang on." Mary-Jane replied at the other end.

"Believe me, I don't know why you're in here, Mary-Jane. But you're going to get out."

"How?" she asked.

"I was calling Harry to see if he could do me a favor and get you a good lawyer, either that or have the money to bail you out." Peter added.

"Peter..." Mary-Jane said a bit relieved. "You really didn't have to do that."

"You're the love of my life, Mary-Jane. How can I stand back and watch you like this?" Peter said sincerely.

"Peter I appreciate what you're trying to do but it's too much."

"I'm not going to stop until you're free, Mary-Jane." Peter said sadly.

"You have to be realistic here. The police have my fingerprints. They don't believe my alibi and according to them, because of how my dad treated me in the past, I would have had motivation to see him gone."

"Can't they wait until he wakes up? Question him? Get his side of the story?" Peter suggested.

"You really believe he's going to say that some spider-man impersonator was the one that pushed him down? My dad still hates me for putting him in jail in the first place. He'll think this is karma and will only further the police's beliefs that it was me responsible all along." a frustrated Mary-Jane explained. "Trust me I know him."

Peter sighed and could fully understand Mary-Jane's dilemma. "There's got to be something..."

"Peter, I think it's sweet what you're trying to do. I've never known any other guy that was as caring as you. But you have to face facts. I don't think I'm going anywhere."

She placed a hand on the glass wall. Peter put his on the screen as well.

"Forget about me." she whispered.

* * *

Another dream about a guy was enough to make a girl relentless. Gwen Stacy arrived to the school parking lot and she raised her head over the crowd of other students to look for Peter. She just had to see him. She couldn't stop thinking about the dream last night. Unfortunately, he was nowhere in sight.

_She was running through an endless street. In the middle of the street, Peter Parker stood almost lifelessly as if he was comatose. His eyes were opened looking at her blankly. She continued to run toward him with a hand stretched out toward him. Gwen was desperate now._

_She was getting agitated when she realized that as fast as she ran, she didn't get anywhere near Peter. Gwen shouted at his name at the top of her lungs. _

_"Peter!"_

_Peter Parker then disappeared leaving Gwen all alone in a vacant street. She kneeled on the ground in complete, utter despair. She looked back up and saw a dark figure in where Peter had stood._

_It looked like Spider-Man but he was completely different. Gwen couldn't describe the dark, smoky figure because at that point, everything disappeared in a giant bright light and she woke up gasping._

She went through the dream six times and thus, it was the reason why Gwen didn't pay any attention in her classes. She just kept thinking about Peter. Nothing else. '_Why am I so determined to have him?_' she wondered.

Gwen was glad that half of her classes were over with and she made her way to the cafeteria to find Peter. Sure enough, she finally saw a solemn-looking Peter sitting at a table with several other people of different cliques. It was clear that Peter didn't know any of the people seated beside him. A few other tables were vacant.

'_He's like me. He doesn't like being alone_.' she thought. Smiling, she made her way over to him. With her posture straight, she tried to look confident in front of Peter.

"Hey." She said as she approached him.

Looking up, she saw Peter stare at her in an expression Gwen couldn't understand. After a few seconds, he finally managed to speak. "Hey."

"So how you been?" Gwen said as she sat down at the only empty space on the bench where she sat beside him.

"Not so good, Gwen. If you know as well as I do, you know it's because Mary-Jane is in jail." Peter said matter-of-factly.

"I don't know much about that." She lied. "My dad is always on a 'don't ask, don't tell' status.

Peter gritted his teeth and trembled as if trying to restrain himself. He opened his mouth to say something but closed it and began to breathe in and out, apparently trying to calm himself down. "Oh…" he merely said.

"I'm sorry." Gwen said tenderly.

"Are you?" Peter nodded. He wasn't convinced.

"You know I am. I can tell how much she meant to you. It hurts me to see you like this." she said adamantly.

"I can tell you really mean that. That's a start." Peter said rather impressed.

"Did you ever consider that maybe she's not for you though?" Gwen asked.

"And just when I thought you cared." Peter chimed before he abruptly grabbed his tray and stood up, apparently trying to leave.

Gwen stood up as well and followed him in a rush. She finally caught up to him as he threw away his lunch. "I'm sorry that was tactless. But I was trying to point out that you haven't even gone out with her, not once. How do you know she's not-" she stopped when Peter got close to her.

Peter looked back at her quickly with a heated expression. "I don't believe that." He said and both he and Gwen left the cafeteria.

"You really love her, do you?" she asked disappointed as she walked alongside with him.

"Yep." Peter nodded.

"Even though she's in a bad place right now?"

"Yes." he strongly stated. "I know your father doesn't believe her and as much as I would love to convince him otherwise, I can't but I want to. She's not a bad person, Gwen." He said strictly.

Gwen sighed and looked defeated. "You know her better than anyone, I guess."

"Good to know you're still smart. Smarter than me anyway. I mean you could say that none of this crap that I'm dealing with would ever happen to you and I wouldn't even yell at you about it. I would only reinforce the fact that you're full of incredible luck." he said and he tried to blink back tears and struggle not to cry.

Gwen put a hand on his shoulder. "Peter? What is it? What's wrong?"

Sighing, Peter answered with a grudge. "She...told me to forget about her. That I have to move on..." he said hanging his head.

"Peter..." Gwen wanted to say.

Instead, Peter left the hallway and ran off.

"Peter wait!" she said lending out a hand.

Gwen knew where he was going and attempted to cut him off. She eventually left the school grounds which of course she knew it wasn't allowed but nevertheless she found him.

"Peter just stop!" she said sternly.

"I need to be alone." he cried out.

"Why?"

"What do you mean 'why'?" Peter said looking at her.

After a while, Gwen came close and put a hand tenderly to Peter's cheek which he wanted off but after placing her other hand to his other cheek, he resigned struggling and looked at her. "Why should you be alone?" she whispered. "Why should the both of us be alone?" Their lips almost touched when something distracted them all of a sudden.

A limousine pulled up just beside Peter and Gwen. She let go as the vehicle approached them. _'What is this?_'

A window was pulled down and a man in wealthy business clothes was shown. "Mr. Parker." he said with an unusual grin. "Pleasure to have finally meet you."

"Mr. Osborn?" Peter frowned.

"Glad you know who I am. My son has mentioned you."

"Harry has mentioned you too and I have seen pictures of you at OsCorp." Peter said. "He's not at school your son. Do you know where he is?"

"No. But...I'm sure he'll turn up. Why don't you hop on in? I've been meaning to have a talk with you, Mr. Parker." he asked slyly.

Gwen saw how Peter was unsure and eventually he had made up his mind.

* * *

Explaining the strange circumstances was something George considered strenuous. Even he didn't understand what was going on in the city. He had other agencies calling him left and right. The Daily Bugle had been calling twenty-four seven as well. He got careless and let the lines ring off the hook. All except the mayor. At the moment he was in a heated discussion with the man.

He had to be careful with important people because they were the ones who ran things broadly. The mayor had the same problem George had. The two criminals who Spider-Man fought against had disappeared once again. He explained that a secret agency was responsible for taking away the super-powered criminals.

"They've disappeared, Mr. Mayor. " George said with distaste. "Believe me, we're dealing with some heavy government stuff here and you know how they just love to keep us on a need-to-know basis." he said sarcastically.

His top aide, Hutchson came into the room looking completely concerned and eager to talk to George. An impatient George waved a finger indicating that he was busy listening to what the mayor was saying.

"I understand sir. Even I don't know what's going on here." George said to the mayor. "Yes, I'm on it. But this agency has all kinds of security clearance I've never seen before. So unless you give me-"

"Sir!" Hutchson said holding a manila envelope in his hands. "I think you better see this!" he stated strongly.

George looked at Hutchson and he could tell he was worried about what he had in his hands. "Sir. I'm going to have to call you back." he hung up and looked at the manila envelope in his hands. He looked at Hutchson who gave an expression that indicated that he had no idea what it was or what exactly they were into here.

"What is this?"

"Just look." Hutchson suggested.

George opened the envelope and took out a white piece of paper that said in a dark red color. _'Oh my God! That better not be..._'

THE GOBLIN WILL SOON REIGN!

"What the hell?" he frowned. George had not seen any threats such as this. It was too out of the ordinary.

"There's more too as well, sir." Hutchson said seriously.

"More?" George asked astounded.

Hutchson held up more manila envelopes in his hand.


End file.
